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.
|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
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.