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
* 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 Related Party Transactions Committee is a committee under the Board of Directors that was established in April 2004 to enhance corporate transparency and promote fair transactions. The committee is responsible for reviewing related party transactions.
The Related Party Transactions Committee shall comprise of three Independent Directors.
Currently, the committee consists of three Independent Directors.The head of the committee is Independent Director In-Ho Lee.
| Related party transactions committee members | ||
|---|---|---|
|
In-Ho Lee (Head of the committee) |
Dong-Min Yoon | Han-joong Kim |
The Related Party Transactions Committee shall hold regular meetings at least once a quarter.
Authority to Receive Reports on Related Party Transactions
The committee may receive reports on transactions between the Company and its affiliates.
Authority to Order Investigations on Related Party Transactions
The committee may order its aide to investigate documents of related party transactions.
Authority to Recommend Corrective Measures for Unfair Related Party Transactions
The committee may recommend that the Board takes corrective measures for related party transactions that violate laws or regulations of the Company.
Duty of good faith
Duty to investigate and report to the Board
If the committee finds any related party transaction that is in violation of laws or regulations, it shall promptly report to the Board.
Duty to prepare minutes
| 26 December, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| Prior review on related party transactions and review results 1) Purchase of stake in S-LCD Corporation |
- | 3/3 present |
| 2 December, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| Prior review on related party transactions and review results 1) Donation |
- | 3/3present |
| 27 October, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| Prior deliberation on large-scale internal transactions 1) Payment for retirement pension policy purchased from Samsung Life Insurance 2) Approval of related party transactions 3) Joining venture capital union 4) Participation in Living Plaza's rights offering 3Q11 related party transactions and review results |
- | 2/3 present |
| 15 September, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| Prior deliberation on large-scale internal transactions 1) Signing of property sale contract with SMD |
- | 3/3 present |
| 27 July, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| Prior deliberation on large-scale internal transactions 1) Extension of a ceiling on beneficiary certificate transactions 2) Purchase of property and casualty insurance policy 3) Participation in rights issue of Samsung Biologics Report on internal transactions and inspection results for 2Q 2011 |
- | 3/3 present |
| 27 May, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| Prior review on large-scale related party transactions 1) Sales of solar cell business 2) Payment for retirement pension policy purchased from Samsung Life Insurance 3) Donation to Samsung Foundation |
- | 3/3 present |
| 28 April, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| Prior review on large-scale related party transactions 1) Additional stake acquisition in Samsung Medison 2) Lot sale to Samsung Corning Precision Materials 1Q11 related party transactions and review results |
- | 3/3 present |
| 18 March, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| Prior review on large-scale related party transactions 1) Participation in Samsung Mobile Display's rights offering 2) Donation |
- | 3/3 present |
| 27 January, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| 4Q10 related party transactions and review results | - | 3/3 present |
| 3 January, 2011 | ||
|---|---|---|
| Agenda | Results | Attendance |
| Prior review on large-scale related party transactions 1) University-industry cooperation with SungKyunKwan University's Semiconductor System Engineering department |
- | 3/3 present |
