As of March 2009, five out of nine BOD members are independent directors to ensure the independency and transparency of the Board’s decision-making process. The composition changed from seven independent directors to the current five outside directors as decided in the 2009 Regular General Shareholders’ meeting in order to more flexibly respond to rapidly-changing business environments and enhance the operating efficiency of the BOD. 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 independent directors conduct separate meetings of their own to work on their 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 interests, as specified in the Korean Commerce Act and the Samsung Electronics Articles of Incorporation. List of Directors
CEO, Vice ChairmanYoon-woo LeeMHead of DS Business Unit and chairman of the board of directorsOverall corporate management and Device Solution(DS) management PresidentGee-sung ChoiMHead of DMC Business Unit Digital Media & Communication (DMC) management PresidentJu-Hwa YunMAudit Team managerCorporate Auditing Vice PresidentSang-hoon LeeMBusiness Support Team managerOverall corporate strategy Independent DirectorKap-Hyun Lee MFormer President & CEO / Korea Exchange Bank Overall management Independent DirectorDong-Min YoonMAttorney – at – law / Kim & Chang Law OfficeOverall management Independent DirectorChae-Woong LeeMProfessor of Economics / Sung Kyun Kwan University Overall management Independent DirectorGoran S. MalmMChairman & CEO / Boathouse Ltd.Overall management Independent DirectorOh-Soo ParkMProfessor of business Admin / Seoul National UniversityOverall management BOD Roles and Operation
In 2008, a total of five BOD meetings were held to address 23 agenda items. The three-year average attendance rate (2006-2008) of the BOD stands at 86%. The BOD has four committees: Management Committee, Audit Committee, Outside Director Recommendation Committee, and Internal Transaction Committee. We do not have a separate, dedicated committee for corporate governance, as the function is performed by the Internal Transaction Committee. The Audit Committee, comprised of three independent directors, supervises and supports the management to maximize corporate value 2008 BOD Committees and Functions
CommitteeDeliberates and decides matters either delegated by the board of directors, or specified in the Articles of Incorporation or the Regulation of the Board of Directors with the aim of enhancing professionalism and efficiency in decision-makingYoon-Woo Lee (chair) Gee-Sung Choi
Audit CommitteeConducts auditing functions under the stipulation of governing regulations, Articles of Incorporation and Audit Committee Regulations.Kap-Hyun Lee (chair) Chae-Woong Lee,
Recommendation CommitteeRecommends candidates for outside director under the governing regulations. Articles of Incorporation and Board of Directors regulations.Chae-Woong Lee (chair) Oh-Soo Park, Yoon-Woo Lee ,
CommitteeEnhances corporate transparency and promotes fair transactions through compliance programs Kap-Hyun Lee (chair) Chae-Woong Lee,
Mr. Y.K. Kim is president and Chief Executive Officer of Samsung Electronics America, and is responsible for...