Related Party Transactions 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) Purpose

The Related Party Transactions Committee is a committee under the Board of Directors that was established in April 2004 to enhance corporate transparency and promote fair transactions. The committee is responsible for reviewing related party transactions.

(2) Composition

The Related Party Transactions Committee shall comprise of three Independent Directors.

Currently, the committee consists of three Independent Directors. The head of the committee is Independent Director In-Ho Lee.

Related party transactions committee members
In-Ho Lee
(Head of the committee)
Han-joong Kim Kwang-Soo Song
(3) Operation

The Related Party Transactions Committee shall hold regular meetings at least once a quarter.

(4) Authority and Responsibilities
Authority

Authority to Receive Reports on Related Party Transactions
The committee may receive reports on transactions between the Company and its affiliates.

Authority to Order Investigations on Related Party Transactions
The committee may order its aide to investigate documents of related party transactions.

Authority to Recommend Corrective Measures for Unfair Related Party Transactions
The committee may recommend that the Board takes corrective measures for related party transactions that violate laws or regulations of the Company.

Duties

Duty of good faith
Duty to investigate and report to the Board
If the committee finds any related party transaction that is in violation of laws or regulations, it shall promptly report to the Board.
Duty to prepare minutes

(5) Activities
29 November, 2013
Agenda Results Attendance
Prior review on large-scale related party transactions
  1) Approval of transactions with affiliated persons
  2) Donation to affiliated person(s)
  3) Approval of purchase contract of Samsung Corning Precision Materials building
- 3/3 present
24 October, 2013
Agenda Results Attendance
Prior review on large-scale related party transactions
  1) Payment of retirement pension to Samsung Life
  2) Donation to Sungkyunkwan University
     - Report on 3Q 2013 related party transactions
- 3/3 present
25 July, 2013
Agenda Results Attendance
Prior review on large-scale related party transactions
  1) Extension of a ceiling on beneficiary certificate transactions
  2) Donation to affiliate persons
  3) Application for property insurance
     - Report on 2Q 2013 related party transactions
- 3/3 present
25 April, 2013
Agenda Results Attendance
Approval items
  1) Appointment of the head of Related Party Transactions Committee
     - Report on 1Q13 related party transactions
     - Prior review on large-scale related party transactions
  1) Renewal of the existing directors liability insurance policy
  2) Donation to affiliate persons
  3) Donation to Chung-nam Samsung Institute
- 3/3 present
24 January, 2013
Agenda Results Attendance
Report on 4Q12 related party transaction review - 3/3 present