About Samsung

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.

Regulations regarding the election, terms of office, and election of Directors in case of vacancy are included in our Company's Article of Incorporation.

1. The Company shall have at least three (3) but not more than fourteen (14) directors and such directors shall be appointed at a general meeting of shareholders; provided, however, that independent directors shall be elected from the persons recommended by the Independent Director Candidate Recommendation Committee.
2. The representative director shall be elected by the Board of Directors. The representative director shall represent the Company and in case there are several representative directors, each shall represent the Company respectively.
3. In case two (2) or more directors are appointed, the cumulative voting system provided for in Article 382-2 of the Commercial Code shall not be applicable.

* Please, note that Article 382-2 of the Commercial Code allows companies to exclude the cumulative voting system through their articles of incorporation

The term of office of a Director and Independent Director shall be three (3) years

1. Any vacancy in the office of the director shall be filled by a resolution of a general meeting of shareholders. However, if the number of directors does not fall below the number prescribed by Article 24 and there is no difficulty in the administration of business, the foregoing shall not be applicable.
2. In case two (2) or more directors are appointed, the cumulative voting system provided for in Article 382-2 of Commercial Code shall not be applicable.

Composition : The Board of Directors consists of 9 Directors, including 4 Executive Directors and 5 Independent Directors.

* Article 24 of articles of incorporation states that the total number of Directors shall be at least three (3) but not more than fourteen (14). Also, in case of any increase/decrease of the total number of Directors, the articles of incorporation must be revised and approved at the general meeting of shareholders.

The Company shall apply the following standards to determine independence of Independent Directors. If a Director meets at least one of these standards, he/she may not be deemed "independent."

• A Director who is a spouse or other immediate family member of the biggest shareholder, related party or major shareholder
• A Director who is a spouse or other immediate family member of the Company's executives
• A Director who is, or has been within the recent two years, an employee or executive of the Company, any of its affiliates or a firm which is in important business transactions with the Company
• A Director who is an employee or executive of a firm where a full-time employee or executive of the Company serves on the Board
• A Director who is a lawyer, publicly certified accountant, tax accountant or external auditor who is in important contracts with the Company
• A Director who holds more than a 1% or KRW 300 million stake in the Company (acquired price) or has more than a KRW 100 million balance in transactions with the Company

Election of Directors: In accordance with our Articles of Incorporation, all of our Board members were appointed by resolution at the general meeting of shareholders, and their term of office is three (3) years. After their term expires, they are eligible for re-election at the general meeting of shareholders.

Chairman of the Board: In conformance with Article 5 of the Regulation of the Board of Directors, if the Company has several Representative Directors, Representative Director & Vice Chairman shall serve as Chairman of the Board. If Representative Director & Vice Chairman can not serve as Chairman of the Board, a Director appointed by the Board of Directors shall act for him.

Selection of Representative Director or Co-Representative Directors : In accordance with the Articles of Incorporation, the Board of Directors shall screen the qualifications of Executive Directors for Representative Director or Co-Representative Director position.

* Please click on the names of BOD members to see the details of each person's profile

* Representative Director(s) must be a member of the Executive Directors and be selected by the Board of Directors. Currently, our company has One Representative Director : Mr. Oh-Hyun Kwon