related party transactions committee
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 of 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 three Independent Directors, and the head of the committee is appointed by resolution at a general meeting of shareholders.
Currently, the committee consists of three Independent Directors. The head of the committee is Independent Director Jae-Sung Hwang.
| Independent Director Recommendation Committee members | |||
|---|---|---|---|
|
Jae-Sung Hwang (Head of committee, Independent director) |
Chae-Woong Lee (Independent director) |
Kap-Hyun Lee (Independent director) |
|
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 their aide to investigate documents of related party transactions.
Authority to Recommend Corrective Measures for Unfair Related Party Transactions
The committee may recommend the Board corrective measures for related party transactions that are in violation of laws or the 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
| November 26, 2007 | ||
|---|---|---|
| Agenda | Attendance | |
| Prior review on related party transactions of large scale a. Approval of the Merger between Smasung Corning Company, Ltd. and Samsung Corning Precision Glass Co., Ltd. b. Real estate sales to affiliate c. Real estate purchase from affiliate d. Rescheduling of the partial equity investment plan in S-LCD |
- | |
| October. 11, 2007 | ||
|---|---|---|
| Agenda | Attendance | |
| Prior review on related party transactions of large scale a. Donation b. Payment of severance insurance premium to Samsung Life c. Transactions in Goods and Services with the Affiliates |
- | |
| Report on 3Q 07 related party transactions | ||
| July. 12, 2007 | ||
|---|---|---|
| Agenda | Attendance | |
| Prior review on related party transactions of large scale a. Donation b. Subscription to property and casualty insurance c. No change in transaction ceiling on beneficiary certificates |
- | |
| Report on 2Q 07 related party transactions | ||
| Apr. 12, 2007 | ||
|---|---|---|
| Agenda | Attendance | |
| Prior review on related party transactions of large scale 1) Approval of participation in the public offering of Samsung Card in time |
3/3 present | |
| Q107 related party transactions and review results | ||
| Jan.11, 2007 | ||
|---|---|---|
| Agenda | Attendance | |
| Report item: Q406 related party transactions and review results | 3/3 present | |
