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, Chang-Lyong Song) 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
  • Chang Lyong SONG
  • Young No KWON
Audit Committee - Related Party Transactions Committee - Outside Director Candidates Recommendation Committee
  • Young Hyun JUN
  • Chang Lyong SONG
  • 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

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 2017 1st Regular (2017.01.24) Contents of Agenda
  • Approval of finanacial statements and sales report on 2016
Whether to pass
  • Pass
Term and Date 2017 2nd Regular (2017.02.28) Contents of Agenda
  • Convene of 47th regular general meeting of shareholders
  • Appointment of person to exercise for DR voting right
  • Report of operation status of internal accounting management system by internal accounting manager
  • Report of operation status evaluation of internal accounting management system by audit committee
  • Report on the results of compliance review
Whether to pass
  • Pass
  • Pass
  • Reported
  • Reported
  • Reported
Term and Date 2017 3rd Regular (2017.03.24) Contents of Agenda
  • Appointment of the CEO
  • Appointment of the BOD Chairman
  • Appointment of business affairs and setting the remuneration of directors
  • Appointment of Candidate recommendation of external director
  • Appointment of members of compensation committee
  • Appointment of members of internal committee
  • Appointment of members of management committee
  • Revision to BOD regulations
Whether to pass
  • Pass
  • Pass
  • Pass
  • Pass
  • Pass
  • Pass
  • Pass
  • Pass
Term and Date 2017 1st Extraordinary (2017.04.27) Contents of Agenda
  • Approval of treasury stock disposition
  • Report of FY2017 renumeration and compensation
  • Report of FY2017.1H business plan
Whether to pass
  • Pass
  • Reported
  • Reported
Term and Date 2017 2nd Extraordinary (2017.06.28) Contents of Agenda
  • Approval of transaction with SDC
Whether to pass
  • Pass
Term and Date 2017 4th Regular (2017.07.27) Contents of Agenda
  • Approval of donations
  • Approval of facitliy sales with Samsung Xi'an Power Battery Co., Ltd.
  • Approval of transactions with affiliate person(s)
  • Report of 3rd quarter business outlook
Whether to pass
  • Pass
  • Pass
  • Pass
  • Reported
Term and Date 2017 5th Regular (2017.10.26) Contents of Agenda
  • Approval of investment in LiB production line in Cheonan Plant
  • Approval of purchasing real estate from Samsung C&T
  • Approval of purchasing real estate from Samsung Display
  • Report of 4th quarter business outlook
Whether to pass
  • Pass
  • Pass
  • Pass
  • Reported
Term and Date 2017 6th Regular (2017.07.27) Contents of Agenda
  • Approval of internal trade in a large scale
  • Setting the transaction limit with major shareholders, directors
  • Reelection of Compliance officer
Whether to pass
  • Pass
  • Pass
  • Pass

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 Audit Committee Host date 2018.02.22 Contents of Agenda
  • Approval of FY2017 financial statements and annual business report
  • Report of operation status of internal accounting management system in FY2017
  • Report on execution of donation in FY2017.4Q
Whether to pass
  • Reported
  • Reported
  • Reported
Name of committee Internal Trade Committee Host date 2018.01.23 Contents of Agenda
  • Deliberation of transaction limit with BOD, etc.
  • Deliberation of internal trade in a large scale with Samsung Welstory Inc.
Whether to pass
  • Pass
  • Pass
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
  • Reported
  • Pass
  • Pass
Name of committee Compensation Committee Host date 2018.02.22 Contents of Agenda
  • Review of remuneration limit for registered director
Whether to pass
  • Pass
Name of committee Management Committee Host date 2017.07.03 Contents of Agenda
  • Payment of PI in FY2017.1H
Whether to pass
  • Pass
Host date 2017.07.24 Contents of Agenda
  • Approval of loan to affliated parties
Whether to pass
  • Pass
Host date 2017.10.30 Contents of Agenda
  • Capital increase in Austria branch(SDIBS)
Whether to pass
  • Pass
Host date 2017.12.11 Contents of Agenda
  • Payment of PI in FY2017.2H
  • Liquidation of Malaysia branch and Mexico branch
Whether to pass
  • Pass
  • Pass
Name of committee Audit committee Host date 2017.02.28 Contents of Agenda
  • Appointment of external auditor
  • Approval of FY2016 financial statements and annual business report
  • Report of operation status of internal accounting management system
Whether to pass
  • Pass
  • Reported
  • Reported
Host date 2017.04.27 Contents of Agenda
  • Appointment of audit committee chairman
  • Report on FY2017.1Q final accounts
Whether to pass
  • Pass
  • Pass
Host date 2017.07.27 Contents of Agenda
  • Report on FY2017.2Q final accounts
  • Report on execution of financial donation in FY2017.1H
Whether to pass
  • Pass
  • Reported
Host date 2017.10.26 Contents of Agenda
  • Report on FY2017.3Q final accounts
  • Report of sales execution status of Gimpo Logistics Center
  • Report on execution of donation in FY2017.3Q
Whether to pass
  • Pass
  • Reported
  • Reported
Name of committee Internal Trade Committee Host date 2017.01.24 Contents of Agenda
  • Report of internal trade in 4th quarter in 2016
Whether to pass
  • Reported
Host date 2017.04.27 Contents of Agenda
  • Appointment of chairman of internal committee
Whether to pass
  • Pass
Host date 2017.07.27 Contents of Agenda
  • Report of internal trade in 1st quarter in 2017
Whether to pass
  • Reported
Host date 2017.10.26 Contents of Agenda
  • Report of internal trade in 2nd quarter in 2017
  • Deliberation of purchasing real estate from Samsung C&T
  • Deliberation of purchasing real estate from Samsung Display
  • Approval of internal trade in FY2017.3Q
  • Assessment on the improvement of the internal trade
Whether to pass
  • Reported
  • Pass
  • Pass
  • Reported
  • Reported
Host date 2017.12.15 Contents of Agenda
  • Measure to approve a large internal transaction
  • Deliberation of transaction limit with major shareholders, directors
Whether to pass
  • Pass
  • Pass
Name of committee Candidate Recommendation Committee for External Director Host date 2017.02.28 Contents of Agenda
  • Candidate recommendation of external director
Whether to pass
  • Pass
Name of committee Compensation Committee Host date 2017.02.28 Contents of Agenda
  • Review of remuneration limit for registered director
Whether to pass
  • Pass

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