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3Q FY2012

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.

(1) Purpose

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.

(2) Composition

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)
Han-joong Kim Kwang-Soo Song
(3) Operation

The Related Party Transactions Committee shall hold regular meetings at least once a quarter.

(4) Authority and Responsibilities
Authority

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.

Duties

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

(5) Activities
28 October, 2010
Agenda Results Attendance
Prior review on related party transactions and review results
  a. Payment for retirement pension policy purchased from Samsung Life Insurance
  b. Approval of transactions with affiliated persons
  c. Acquisition of stake in SEMES from DSN
- 3/3 present
Report item: 3Q10 related party transactions and review results -
29 July, 2010
Agenda Results Attendance
Prior review on related party transactions and review results
  a. Disposal of stake in Samsung Thales
  b. Payment for retirement pension policy
  c. Purchase of property & casualty insurance policy
  d. Extension of beneficiary certificate transaction ceiling
  e. Donation
  f. Disposal of land site of software research center to Samsung SDS
  g Revision to real estate lease contract with S-LCD
- 3/3 present
Report item: 2Q10 related party transactions and review results -
29 April, 2010
Agenda Results Attendance
Agenda
  a. Appointment of Related Parties Transaction Committee head
Approved 3/3 present
Prior review on related party transactions and review results
  a. Donation to Samsung Foundation
  b. Real estate lease contract with S-LCD
-
Report item: 1Q10 related party transactions and review results -
19 March, 2010
Agenda Results Attendance
Prior review on related party transactions and review results
a. Equipment sales to Samsung SDS
- 3/3 present
28 January, 2009
Agenda Results Attendance
Prior review on related party transactions and review results
a. Equipment sales to Samsung SDS
Report item: Q409 related party transactions and review results
- 3/3 present