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Corporate Governance

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The Board of Directors is the corporation’s highest decision-making body and is assigned the oversight and fiduciary responsibilities under the Korean Commerce Act and the Samsung Electronics Articles of Incorporation. Qualified shareholders can submit proposals to the company through the Board of Directors, which then presents them on the agenda at the General Shareholders Meeting for consideration and approval.

Composition of BOD

As of April 2011, the BOD is composed of seven members, with four of them being outside directors. The outside directors hold the majority of the BOD, thus ensuring the independence and transparency of the Board’s decision-making process. Under the Articles of Incorporation, the Outside Directors Recommendation Committee first selects candidates from a pool of professionals with expertise or experience in business management, economics, accounting, law, or relevant technologies, and then submits their final candidates for the approval of the shareholders at the general shareholders’ meeting. The outside directors gather together at separate meetings to discuss overall management issues and work on recommendations. All directors are prohibited from engaging in business activities within the same industry without the approval of the board. This arrangement is to prevent conflict of interest, as specified in the Korean Commerce Act and the Samsung Electronics Articles of Incorporation.

BOD Member Profile
Title	Name	Gender	Position	Role
Vice Chairman & CEO	Gee-Sung Choi	M	Vice Chairman & CEO, Samsung Electronics	Overall corporate management
Vice Chairman	Yoon-Woo Lee	M	Vice Chairman, Samsung Electronics	External cooperation
President	Ju-Hwa Yun	M	Head of Management Support Office, Samsung Electronics	Management supprot
Outsite Director	Dong-Min Yoon	M	Attorney – at – law / Kim & Chang Law Office	Overall management
Outsite Director	Chae-Woong Lee	M	Professor of Economics, Sung Kyun Kwan University
Outsite Director	In-Ho Lee	M	Former Advisor, Shinhan Bank
Outsite Director	Oh-Soo Park	M	Professor of business Admin, Seoul National University

* as of April 2011

BOD Roles and Responsibility

In 2010, a total of nine BOD meetings were held to address 31 agenda items. The three-year average attendance rate (2008-2010) of the BOD stands at 91%. For swift and efficient decision-making, committees have been established under the BOD in accordance with pertinent laws. The BOD refers certain matters to the committees to be reviewed by committee members with experience and expertise in the related fields. Currently, there are five committees: Management Committee, Audit Committee, Outside Director Recommendation Committee, Internal Transaction Committee, and Remuneration Committee. The Internal Transaction Committee promotes transparency through the fair trade compliance system and carries out activities to enhance corporate governance. The Audit Committee, comprised of three outside directors, supervises and supports the management through a process of checks and balances to maximize corporate value.