Management committee

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.

(1) General Description

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.

(2) Composition

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
Oh-Hyun Kwon
(CEO, Head of the committee)
Boo-Keun Yoon Jong-Kyun Shin Sang-Hoon Lee
(3) Operation of the Management Committee

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
Convening of Meetings

The Head shall call meetings and notify the members and other participants of the meeting time and place at least 24 hours in advance.

Method of Resolution

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.

(4) Authority of the Management Committee

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.
(5) Activities
25 November, 2015
Agenda Results
Memory investment Approved
29 October, 2015
Agenda Results
Investment in Pyeongtaek complex construction Approved
Merger of overseas office Approved
Establishment of regional office Approved
13 September, 2015
Agenda Results
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
Agenda Results
Liquidation of a subsidiary Approved
Asset disposal Approved
Investment in establishment of Daegu-Samsung Creative Economic Zone Approved
3 June, 2015
Agenda Results
Establishment of training institute Approved
Closing of shareholder register for interim dividend Approved
13 May, 2015
Agenda Results
Memory investment and capital increase for corporate entities Approved
29 April, 2015
Agenda Results
Appointment of the head of the Management Committee Approved
Construction of semiconductor line Approved
Construction of new research building Approved
Donation Approved
Purchase of liability insurance Approved
11 March, 2015
Agenda Results
Memory investment Approved
Rental contract Approved
11 February, 2015
Agenda Results
Stake acquisition Approved
28 January, 2015
Agenda Results
Stake acquisition Approved
Asset transfer Approved
14 January, 2015
Agenda Results
Capital increase for regional office Approved
Stake acquisition Approved
Purchase of insurance Approved