Our company's decision-making and supervisory process enhances corporate transparency and accountable management and thus, constitutes an environment where corporate value can be maximized.
(1) BOD Activities
3 December, 2012
Agenda
Results
Attendance
Report and announcement on completion of merger with SEHF Korea
Approved
3/4 present
Payment of retirement pensions to Samsung Life
Approved
Approval of transactions with affiliate persons
Approved
Establishment of and revision to executive-related regulations
Approved
26 October, 2012
Agenda
Results
Attendance
Approval of 3Q12 financial statements and quarterly report
Approved
3/4 present
Approval of merger with SEHF Korea
Approved
Donation
Approved
Share transfer contract with ID (Intellectual Discovery)
Approved
Facility rental contract with Samsung Display
Approved
Real estate rental from Samsung Life Insurance
Approved
13 September, 2012
Agenda
Results
Attendance
Decision on merger with SEHF Korea
Approved
4/4 present
Donation to Sungkyunkwan University
Approved
Facility development contract with Samsung Display
Approved
27 July, 2012
Agenda
Results
Attendance
Approval of 44th 1H12 financial statements and business report and interim dividends
Approved
4/4 present
Extension of a ceiling on beneficiary certificate transactions
Approved
Purchase of property and casualty insurance policy
Approved
25 June, 2012
Agenda
Results
Attendance
Approval of CEO Oh-Hyun Kwon's concurrent position as a Director in Samsung Display
Approved
4/4 present
Donation to Samsung Foundation
Approved
Stake acquisition in SEHF Korea
Approved
Renewal of umbrella liability insurance policy for 2012 in North America
Approved
8 June, 2012
Agenda
Results
Attendance
Appointment of Representative Director and assignment of Director duties
Approved
4/4 present
27 April, 2012
Agenda
Results
Attendance
Approval of 1Q12 financial statements and business report
Approved
4/4 present
Acquisition of Samsung Corp.'s stake in SJC and SAPL
Approved
Amendment of BOD and BOD committee regulations
Approved
Legislation of compliance regulation standards
Approved
Approval of large-scale goods & services transactions
Approved
Exercise of voting rights related to merger among Samsung Display Corporation, S-LCD Corporation, and Samsung Mobile Display
Approved
2 April, 2012
Agenda
Results
Attendance
Report and announcement on completion of LCD business spin-off
Approved
4/4 present
Report and announcement on completion of merger with Samsung LED
Approved
Renewal of '12 D&O liability insurance
Approved
Donation to Samsung Foundation
Approved
Memory FAB investment in China
Approved
16 March, 2012
Agenda
Results
Attendance
Appointment of Representative Director and assignment of Director duties
Approved
3/4 present
Appointment of '12 committee members
Approved
Appointment of Fair Trade Compliance Manager
Approved
Disposal of treasury shares
Approved
20 February, 2012
Agenda
Results
Attendance
Approval of LCD business spin-off plan
Approved
4/4 present
Convening of the 43rd Annual General Meeting (AGM) of shareholders
Approved
Decision of the 43rd AGM agenda items
* Report items : 1. Audit report 2. Annual report
• Item No.1 : Approval of FY 2011 balance sheet, income statement, and statement of appropriation of retained earnings (draft) ( From January 1, 2011 ~ December 31, 2011)
• Item No.2 : Appointment of Directors
- Agenda 2-1: Appointment of Independent Directors (3 persons)
- Agenda 2-2: Appointment of Executive Directors (3 persons)
- Agenda 2-3: Appointment of Members of Audit Committee (2 persons)
• Item No.3 : Approval of remuneration ceiling for the Directors
• Item No.4 : Spin-off of LCD business
Approved
Approval of merger with Samsung LED
Approved
Investment related to bio-similar business
Approved
Renewal of rental contract with Samsung Mobile Display
Approved
Request for infrastructure cost-sharing to Samsung Mobile Display
Approved
27 January, 2012
Agenda
Results
Attendance
Approval of 43rd financial statements and business report
Approved
4/4 present
Approval of 2012 management plan
Approved
Plan for selling real estate to Samsung Corning Precision Materials
Approved
Contract for sharing costs for re-developing the site within Samsung Electronics to construct a research complex
* Report items
• Report on the internal accounting management system
• Report on assessment of the internal accounting management system
Approved
(2) Directors' Attendance at Board Meetings
Attendance at Board meetings for the past three years (between 2010 and 2012) is 95% on average.
2010
2011
2012
Attendance
95%
96%
93%
* Directors are required to notify the Company of a valid reason in advance if they cannot attend Board meetings.
(3) Evaluation Method of the Board of Directors
From November (the end of the fiscal year) to December, human resources will evaluate the Board of Directors and each of the board committees in varies activities, such as Directors attendance at meetings.
* Important evaluation criteria: Determined by how the Board of Directors and each of the board committees abide by the regulations and relevant laws, as well as Directors attendance at meetings compliance with directors' duties and attendance at meetings
Directors' attendance data shall be shared within the board and other evaluation results shall be used as a reference for board activities for the following year.
