About Samsung

A sharp increase in the number of Independent Directors made it difficult for the Company to convene Board meetings as often as is needed. Therefore, the Company set up committees under the Board in accordance with relevant laws and delegated some of the Board authority to the committees, each of which is filled with Directors who can bring their expertise and experience to the assigned committee.

Board committees, established and operating in accordance with Article 28-2 of Articles of Incorporation, are as set forth:

• Management Committee
• Audit Committee
• Independent Director Recommendation Committee
• Related Party Transactions Committee
• Compensation Committee
• CSR Committee

* Others The Company has the Compensation Committee which consists of Executive Directors and major Senior Vice Presidents though it is not a committee under the Board of Directors. Also, although the Company does not have a separate corporate governance Committee, the Board works to maintain a high level of corporate transparencies through the Independent Director Recommendation Committee and the Related Party Transactions Committee.

Each agenda approved by board committees is instantly notified to all Directors, and each Director may call for the convocation of Board meetings within two days from the notice. The Board of Directors may put the resolutions approved by the committees for voting at the Board meeting.

The Management Committee is a committee under the Board of Directors that deliberates and decides matters either delegated by the Board of Directors, or specified in the Articles of Incorporation or in the Regulation of the Board of Directors with the aim of enhancing professionalism and efficiency in decision-making.

The Management Committee shall comprise at least two but no more than ten Directors, who are appointed by resolution at the Board meeting, in accordance with relevant laws and regulations.

Currently, the committee consists of four Executive Directors.

Management Committee Members
Oh-Hyun Kwon (CEO, Head of the committee)	Boo-Keun Yoon	Jong-Kyun Shin	Sang-Hoon Lee

There are two types of Board Meetings:

• a. Regular Board Meetings : Generally held four times a year (every quarter a year)
• b. Extraordinary Board Meeting : Held whenever deemed necessary

The Head shall call meetings and notify the members and other participants of the meeting time and place at least 24 hours in advance.

The presence of the majority of all Directors shall constitute a quorum for a meeting of the Board of Directors and the resolutions of the Board of Directors shall be adopted by a majority of the votes of the Directors attending the meeting; provided that Board meetings may take place via electronic means, such as conference call, within the scope provided by relevant laws.

While reviewing and deciding agendas at hand, the committee may call in management officers, executives or outside figures, involved in the issues at hand, for their explanation or opinions.

In accordance with relevant laws and regulations, the Management Committee shall deliberate and decide the following matters:

2013 2012 2011 2010 2009 2008 2007

20 March, 2013
Agenda	Results
Memory FAB investment	Approved
Disposal of subsidiary	Approved
Establishment of overseas sales corporate entity	Approved

6 February, 2013
Agenda	Results
Memory FAB investment	Approved
Establishment of production corporate entity	Approved

16 January, 2013
Agenda	Results
Establishment of R&D center	Approved