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
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.
The Management Committee is a committee under the Board of Directors that deliberates and decides matters either delegated by the Board of Directors, or specified in the Articles of Incorporation or in the Regulation of the Board of Directors with the aim of enhancing professionalism and efficiency in decision-making.
The Management Committee shall comprise at least two but no more than ten Directors, who are appointed by resolution at the Board meeting, in accordance with relevant laws and regulations.
Currently, the committee consists of four Executive Directors.
|Management Committee Members|
(CEO, Head of the committee)
|Boo-Keun Yoon||Jong-Kyun Shin||Sang-Hoon Lee|
There are two types of Board Meetings:
- a. Regular Board Meetings : Generally held four times a year (every quarter a year)
- b. Extraordinary Board Meeting : Held whenever deemed necessary
The Head shall call meetings and notify the members and other participants of the meeting time and place at least 24 hours in advance.
The presence of the majority of all Directors shall constitute a quorum for a meeting of the Board of Directors and the resolutions of the Board of Directors shall be adopted by a majority of the votes of the Directors attending the meeting; provided that Board meetings may take place via electronic means, such as conference call, within the scope provided by relevant laws.
While reviewing and deciding agendas at hand, the committee may call in management officers, executives or outside figures, involved in the issues at hand, for their explanation or opinions.
In accordance with relevant laws and regulations, the Management Committee shall deliberate and decide the following matters:
- Development of annual or mid-to-long-term management plans and strategies of the Company
- Establishment of major business strategies
- Promotion of cooperation with foreign companies, including strategic partnership
- Acquisition or sale of domestic/overseas subsidiaries
- Conclusion of technology inducement agreement, technology transfer, and technological partnership
- Basic operating principles
- Determination and change of basic principles concerning salary, bonus and welfare system
- Issuance of bonds
- Facility investment, etc.
|13 September, 2015|
|Fund raising regarding retired semiconductor workers||Approved|
|Purchase of Erection All Risks insurance policy||Approved|
|Rental contract regarding Samsung Materials Research Complex||Approved|
|Consolidation of overseas corporate entities in Russia through mergers||Approved|
|30 July, 2015|
|Liquidation of a subsidiary||Approved|
|Investment in establishment of Daegu-Samsung Creative Economic Zone||Approved|
|3 June, 2015|
|Establishment of training institute||Approved|
|Closing of shareholder register for interim dividend||Approved|
|13 May, 2015|
|Memory investment and capital increase for corporate entities||Approved|
|29 April, 2015|
|Appointment of the head of the Management Committee||Approved|
|Construction of semiconductor line||Approved|
|Construction of new research building||Approved|
|Purchase of liability insurance||Approved|
|11 March, 2015|
|11 February, 2015|
|28 January, 2015|
|14 January, 2015|
|Capital increase for regional office||Approved|
|Purchase of insurance||Approved|