Corporate Governance

About the Board of Directors

Currently, the board of Directors of company as of March, 2018 has been consisted with 3 inside directors (Young-Hyun Jun, Young-No Kwon, Tae Hyuk AHN) and 4 outside directors (Sung-Jae Kim, Serck-Joo Hong, Ran-Do Kim, Jai-Hie Kim).

Board Committees

Management Committee

In accordance with the Articles of Association, Regulation and the Resolution by the Board of the Directors, directors shall engage in deliberating and deciding on issues commissioned by the Board of Directors. Committee members shall be appointed among directors by the resolution of the Board of Directors and shall be comprised of two to six directors.
The resolutions and decisions of the Management Committee shall be based on the majority of those in attendance and the majority agreement of the attendees.
Matters for consideration shall be issues commissioned by the Board of Directors and those concerned with management.

Audit Committee

Our company retains the Audit Committee in accordance with Article 542, Paragraph 11 and 12 of the Commercial Law in Republic of Korea.
The members of the Audit Committee are appointed by the resolution of the General Shareholders' Meeting in accordance with the rules and regulations of the Audit Committee.

Related Party Transactions Committee

The Related Party Transactions Committee is in charge of establishing the fair training compliance program and promoting transparency of related party transactions and engages in such activities as identifying the present status of related party transactions, investigating related party transactions and rectifying and reporting violation and irregularities in related party transactions to the Board of Directors.

Outside Director Candidates Recommendation Committee

Our outside directors are nominated by the Outside Director Candidates Recommendation Committee and are appointed by the resolution of the General Shareholders' Meeting among candidates recommended by the Board of Directors(internal directors). Outside Director Candidates Recommendation Committee shall be comprised of outside directors equivalent to 50% or more of all directors in accordance with Article 542, Paragraph 8 of the Commercial Law in Republic of Korea.

Compensation Committee

The Compensation Committee is established and operated under the Board of Directors and deliberate of the ceiling of director compensation to ensure the transparency regarding compensations of directors. The Compensation Committee shall be comprised of two outside directors and one internal director and Chairman of the committee is appointed by a resolution of the committee among 2 outside directors.

Committee members in BOD

Committee members in BOD - Members, Management Committee, Audit Committee, Related Party Transactions Committee, Outside Director Candidates Recommendation Committee, Compensation Committee
Members Management Committee Audit Committee Related Party Transactions Committee Outside Director Candidates Recommendation Committee Compensation Committee
Members Internal Directors Management Committee
  • Young Hyun JUN
  • Tae Hyuk AHN
  • Young No KWON
Audit Committee - Related Party Transactions Committee - Outside Director Candidates Recommendation Committee
  • Young Hyun JUN
  • Tae Hyuk AHN
  • Young No KWON
Compensation Committee Young No KWON
Members External Directors Management Committee - Audit Committee
  • Sung Jae KIM (chairperson)
  • Serck Joo HONG
  • Ran Do KIM
  • Jai Hie KIM
Related Party Transactions Committee
  • Sung Jae KIM (chairperson)
  • Serck Joo HONG
  • Ran Do KIM
  • Jai Hie KIM
Outside Director Candidates Recommendation Committee
  • Sung Jae KIM
  • Serck Joo HONG
  • Ran Do KIM
  • Jai Hie KIM
Compensation Committee
  • Serck Joo HONG (chairperson)
  • Sung Jae KIM

Board Committees

2019

1) Matters for resolution

Matters for resolution - Term and Date, Contents of Agenda, Whether to pass
Term and Date Contents of Agenda Whether to pass
Term and Date 2019 1st Regular (2019.1.25) Contents of Agenda
  • Approval of FY2018 financial statements
  • Approval of cafeteria outsourcing contract with Samsung Welstory Inc.
  • Approval of asset transaction with Samsung Electronics Co., Ltd.
  • Approval of lease contract with Samsung Electronics Co., Ltd.
  • Report of FY2018 business result and FY2019 business outlook
Whether to pass
  • Approval
  • Approval
  • Approval
  • Approval
  • Report
Term and Date 2019 2nd Regular (2019.2.19) Contents of Agenda
  • Convene of 49th regular general meeting of shareholders
  • Appointment of person to exercise for DR voting right
  • Amendment of operating procedure of audit committee
  • Amendment of operating procedure of Internal Trade Committee
  • Amendment of internal accounting management system
  • Payment guarantee in Xian Samsung SDI Co., Ltd.
  • Approval of executing financial donations to Chungnam Samsung Academy
  • Report of operation status of internal accounting management system
  • Report of operation status evaluation of internal accounting management system by audit committee
Whether to pass
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval
  • Report
  • Report
Term and Date 2019 3rd Regular (2019.3.20) Contents of Agenda
  • Appointment of business affairs and setting the remuneration of directors
  • Appointment of member of management committee
  • Appointment of Candidate recommendation of external director
  • Report of FY2019 CSR
Whether to pass
  • Approval
  • Approval
  • Approval
  • Report

2) Major activities of the Board Committees

Major activities of the Board Committees - Name of committee, Host date, Contents of agenda, Whether to pass
Name of committee Host date Contents of agenda Whether to pass
Name of committee Management Committee Host date 2019.01.18 Contents of Agenda
  • Establishment of SDI India company
Whether to pass
  • Approval
Name of committee Internal Trade Committee Host date 2019.01.25 Contents of Agenda
  • Deliberation of cafeteria outsourcing contract with Samsung Welstory Inc.
  • Deliberation of asset transaction with Samsung Electronics Co., Ltd.
  • Deliberation of lease contract with Samsung Electronics Co., Ltd.
Whether to pass
  • Approval
  • Approval
  • Approval
Host date 2019.02.19 Contents of Agenda
  • Report of internal trade in FY2018.4Q
  • Deliberation of executing financial donations to Chungnam Samsung Academy
Whether to pass
  • Report
  • Approval
Name of committee Compensation Committee Host date 2019.02.19 Contents of Agenda
  • Review of remuneration limit for registered director
Whether to pass
  • Approval
Name of committee Audit Committee Host date 2019.02.19 Contents of Agenda
  • Amendment of internal accounting management regulations
  • Report on execution of donation in FY2018.4Q
  • Approval of FY2018 financial statements and annual business report
  • Report of operation status of internal accounting management system in FY2018
Whether to pass
  • Approval
  • Report
  • Report
  • Report
2018

1) Matters for resolution

Matters for resolution - Term and Date, Contents of Agenda, Whether to pass
Term and Date Contents of Agenda Whether to pass
Term and Date 2018 1st Regular (2018.01.23) Contents of Agenda
  • Approval of FY2017 financial statements
  • Appointment of members of compensation committee
  • Approval of transaction with BOD
  • Approval of internal trade in a large scale with Samsung Welstory Inc.
  • Report of FY2017 business result and FY2018 business outlook
Whether to pass
  • Approval
  • Approval
  • Approval
  • Approval
  • Report
Term and Date 2018 2nd Regular (2018.02.22) Contents of Agenda
  • Convene of 48th regular general meeting of shareholders
  • Appointment of person to exercise for DR voting right
  • Approval of executing financial donations to Chungnam Samsung Academy
  • Approval of internal trade in a large scale with Samsung C&T Japan
  • Report of operation status of internal accounting management system
  • Report of operation status evaluation of internal accounting management system by audit committee
Whether to pass
  • Approval
  • Approval
  • Approval
  • Approval
  • Report
  • Report
Term and Date 2018 3rd Regular (2018.03.23) Contents of Agenda
  • Appointment of business affairs and setting the remuneration of directors
  • Appointment of members of management committee
  • Appointment of members of compensation committee
  • Appointment of Candidate recommendation of external director
  • Approval of payment guarantee for Samsung SDI-ARN(Xi'an) Power Battery Co., Ltd.
  • Approval of payment guarantee for Samsung SDI Battery Systems GmbH.
Whether to pass
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval
Term and Date 2018 1st Temporary (2018.04.10) Contents of Agenda
  • Selling Samsung C&T shares
  • Stake acquistion of SDITB
Whether to pass
  • Approval
  • Approval
Term and Date 2018 4th Regular (2018.04.30) Contents of Agenda
  • Approval of payment guarantee for Samsung SDI Hungary Rt.
  • Approval of royalty transaction with overseas branches
  • Approval of cooperation development contract with Samsung Electronics
  • Approval of consulting contract with Samsung Electronics
Whether to pass
  • Approval
  • Approval
  • Approval
  • Approval
Term and Date 2018 5th Regular (2018.07.19) Contents of Agenda
  • Approval of payment guarantee for Samsung SDI Hungary Zrt.
  • Approval of cooperation development contract with Samsung Electronics
  • Report on the results of compliance review
Whether to pass
  • Approval
  • Approval
  • Report
Term and Date 2018 2nd Temporary (2018.08.30) Contents of Agenda
  • Issuance of the 65th corporate bond
  • Approval of right offereing in Tianjin Samsung SDI Co.Ltd
  • Approval of internal trade in a large scale
Whether to pass
  • Approval
  • Approval
  • Approval
Term and Date 2018 6th Regular (2018.10.25) Contents of Agenda
  • Approval of executing financial donations
  • Approval of receipt of final balance related to Samsung Motors
Whether to pass
  • Approval
  • Approval
Term and Date 2018 7th Regular (2018.12.14) Contents of Agenda
  • Implementation of quality assurance responsibilities wht Samsung Electronics Co.Ltd.
  • Signing of contract for facility sales with a Samsung SDI Hungary Zrt.
  • Signing of contract for facility sales with a Tianjin Samsung SDI Co.Ltd.
  • Asset purchase agreement with STM
  • Participation in capital increase in STM
  • Participation in capital increase in Samsung SDI Hungary Zrt
  • Payment guarantee in Tianjin Samsung SDI Co.Ltd.
  • Approval of transaction limit with major shareholders in FY2019
Whether to pass
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval

2) Major activities of the Board Committees

Major activities of the Board Committees - Name of committee, Host date, Contents of agenda, Whether to pass
Name of committee Host date Contents of agenda Whether to pass
Name of committee Internal Trade Committee Host date 2018.01.23 Contents of Agenda
  • Deliberation on sale of real estate with Samsung Electronics Co.Ltd
  • Deliberation of internal trade in a large scale with Samsung Welstoty Inc.
Whether to pass
  • Approval
  • Approval
Host date 2018.02.22 Contents of Agenda
  • Report of internal trade in FY2017.4Q
  • Deliberation of executing financial donations to Chungnam Samsung Academy
  • Deliberation of internal trade in a large scale with Samsung C&T Japan
Whether to pass
  • Report
  • Approval
  • Approval
Host date 2018.04.30 Contents of Agenda
  • Report of internal trade in FY2018.1Q
  • Deliberation of payment guarantee for Samsung SDI Hungary Zrt.
  • Deliberation of royalty transaction with overseas branches
  • Deliberation of cooperation development contract with Samsung Electronics
  • Deliberation of consulting contract with Samsung Electronics Co.Ltd.
Whether to pass
  • Report
  • Approval
  • Approval
  • Approval
  • Approval
Host date 2018.07.19 Contents of Agenda
  • Report of internal trade in FY2018.2Q
  • Deliberation of payment guarantee for Samsung SDI Hungary Zrt.
  • Deliberation of cooperation development contract with Samsung Electronics
Whether to pass
  • Report
  • Approval
  • Approval
Host date 2018.08.30 Contents of Agenda
  • Deliberation of internal trade in a large scale with Samsung Securities
Whether to pass
  • Approval
Host date 2018.10.25 Contents of Agenda
  • Report of internal trade in FY2018.3Q
  • Report on internal transaction improvement status
  • Review of external donation
  • Deliberation on approval of receipt of final balance related to Samsung Motors
Whether to pass
  • Report
  • Report
  • Approval
  • Approval
Host date 2018.12.14 Contents of Agenda
  • Deliberation of contract for facility sales with a Samsung SDI Hungary Zrt.
  • Deliberation of contract for facility sales with a Tianjin Samsung SDI Co.Ltd.
  • Deliberation of asset purchase agreement with STM
  • Deliberation of participation in capital increase in STM
  • Deliberation of quality assuarance with Samsung Electronics Co.Ltd
Whether to pass
  • Approval
  • Approval
  • Approval
  • Approval
  • Approval
Name of committee Audit Committee Host date 2018.02.22 Contents of Agenda
  • Approval of FY2017 financial statements and annuak business report
  • Report of operation status of internal accounting management system in FY2017
  • Report on execution of donation in FY2017.4Q
Whether to pass
  • Report
  • Report
  • Report
Host date 2018.04.30 Contents of Agenda
  • Report on FY2018.1Q final accounts
  • Report on execution of donation in FY2018.1Q
Whether to pass
  • Approval
  • Report
Host date 2018.07.19 Contents of Agenda
  • Report on FY2018.2Q final accounts and business outlook
  • Report on execution of donation in FY2018.2Q
Whether to pass
  • Approval
  • Report
Host date 2018.10.25 Contents of Agenda
  • Report on FY2018.3Q final accounts and business outlook
  • Report on execution of donation FY2018.3Q
Whether to pass
  • Approval
  • Report
Name of committee Compensation Committee Host date 2018.02.22 Contents of Agenda
  • Review of remuneration limit for registered director
Whether to pass
  • Approval

* Refer to the Business Report for track records of past activities.