Corporate Governance

About the Board of Directors

Currently, the board of Directors of company as of March, 2016 has been consisted with 4 inside directors (Nam-Sung Cho, Se-Ung Jeong, Chang-Ryong Song, Hong-Kyung Kim) and 5 outside directors (Sung-Jae Kim, Min-Gi Noh, Suk-Ju Hong, Nan-Do Kim, Jae-Hee 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
  • Nam Seong CHO (chairperson)
  • Seh Woong JEONG
  • Hong Gyeong KIM
Audit Committee - Related Party Transactions Committee - Outside Director Candidates Recommendation Committee
  • Nam Seong CHO (chairperson)
  • Seh Woong JEONG
  • Chang Lyong SONG
  • Hong Gyeong KIM
Compensation Committee Hong Gyeong KIM
Members External Directors Management Committee - Audit Committee
  • Sung Jae KIM (chairperson)
  • Min Gee NO
  • Serck Joo HONG
  • Ran Do KIM
  • Jai Hie KIM
Related Party Transactions Committee
  • Sung Jae KIM (chairperson)
  • Min Gee NO
  • Serck Joo HONG
  • Ran Do KIM
  • Jai Hie KIM
Outside Director Candidates Recommendation Committee
  • Sung Jae KIM
  • Min Gee NO
  • 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 2015 1st Regular (2015.01.26) Contents of Agenda
  • Approval of financial statements and sales report on 2014
Whether to pass
  • Pass
Term and Date 2015 2nd Regular (2015.02.13) Contents of Agenda
  • Take over MSBS Co., Ltd(Magna Steyr Battery Systems)
  • Appointment of person to exercise for DR voting right
  • Convene of 45th regular general meeting of shareholders
  • Report 1 : Report of operation status of internal accounting management system by internal accounting manager
  • Report 2 : Report of operation status evaluation of internal accounting management system by audit committee
Whether to pass
  • Pass
  • Pass
  • Pass
  • Reported
  • Reported
Term and Date 2015 1st Extraordinary (2015.03.13) Contents of Agenda
  • Appointment of business affairs and remuneration of directors
  • Amendment of regulations of the candidate recommendation committee for external director
  • Appointment of members of the candidate recommendation committee for external director
  • Appointment of members of internal trade committee
Whether to pass
  • Pass
  • Pass
  • Pass
  • Pass
Term and Date 2015 2nd Extraordinary (2015.03.31) Contents of Agenda
  • Approval of alteration on share sales of Samsung General Chemicals Co., Ltd
Whether to pass
  • Pass
Term and Date 2015 3rd Extraordinary (2015.04.27) Contents of Agenda
  • Establishment of local corporation in China
  • Increase of SVIC Venture Fund
Whether to pass
  • Pass
  • Pass
Term and Date 2015 4th Extraordinary (2015.07.13) Contents of Agenda
  • Exercise the voting right of extraordinary general meeting of shareholders of Cheil Industries Inc and Samsung C&T Corporation
Whether to pass
  • Pass
Term and Date 2015 5th Extraordinary (2015.08.14) Contents of Agenda
  • Report : Report of law observance management activity
  • The 64th issuance of corporate bond
  • Approval of internal trade in large scale
Whether to pass
  • Reported
  • Pass
  • Pass
Term and Date 2015 6th Extraordinary (2015.08.28) Contents of Agenda
  • Take over the cell material business of Samsung Fine Chemicals Co., Ltd
  • Lease of Pilot building in the research complex for electronic materials
  • Share transfer of Samsung BP Chemicals Co., Ltd
Whether to pass
  • Pass
  • Pass
  • Pass
Term and Date 2015 7th Extraordinary (2015.10.30) Contents of Agenda
  • Share sales of spin-off company (tentatively named "S-Chemical")
  • Share sales of Samsung Fine Chemicals Co., Ltd
Whether to pass
  • Pass
  • Pass
Term and Date 2015 3rd Regular (2015.11.13) Contents of Agenda
  • Physical division of chemical business
  • Convene of extraordinary general meeting of shareholders
  • Establishment of closing of the shareholders registry and record date
  • Appointment of members of management committee
  • Application for fire (package) insurance policy
  • Lease of building & land of previous Daegu factory
Whether to pass
  • Pass
  • Pass
  • Pass
  • Pass
  • Pass
  • Pass
Term and Date 2015 8th Extraordinary (2015.11.26) Contents of Agenda
  • Reception of remaining balance in relation with Samsung Motors Co., Ltd
  • Addition of agenda on extraordinary general meeting of shareholders
  • Alteration of division plan
Whether to pass
  • Pass
  • Pass
  • Pass
Term and Date 2015 4th Regular (2015.12.18) Contents of Agenda
  • Approval of internal trade in large scale with Samsung C&T Corporation
  • Approval of internal trade in large scale with Samsung Welstory Co., Ltd
  • Approval of transaction limit with largest shareholder, director, etc.
  • Approval of participation on paid-in capital increase of STM Co., Ltd
  • Purchase of water heat storage system owned by SDC
  • Claim for SDC sunlight quality compensation expense
Whether to pass
  • Pass
  • Pass
  • 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 Management Committee Host date 2015.03.16 Contents of Agenda
  • Payment guarantee of SAPB(Xian)
  • Payment guarantee of SDIBS(Austria)
  • Consolidation of Taiwan branch office (Energy/material)
  • Relocation of Novaled
Whether to pass
  • Pass
  • Pass
  • Pass
  • Pass
Host date 2015.04.13 Contents of Agenda
  • Conclusion of J/V partnership agreement with Changchun
Whether to pass
  • Pass
Host date 2015.06.22 Contents of Agenda
  • Establishment of branch office (Chemical) in Gurgaon, India
  • Performance guarantee of DUKE agreement of SDIA
Whether to pass
  • Pass
  • Pass
Host date 2015.12.07 Contents of Agenda
  • Division of overseas base for chemical
Whether to pass
  • Pass
Name of committee Internal Trade Committee Host date 2015.01.26 Contents of Agenda
  • Report of major internal trade records on 4th quarter, 2014
Whether to pass
  • Pass
Host date 2015.04.27 Contents of Agenda
  • Review of increase of SVIC venture fund
  • Report of internal trade records on 1st quarter, 2015
  • Report of internal trade operation (draft) with a prior agreement
Whether to pass
  • Pass
  • Pass
  • Pass
Host date 2015.07.13 Contents of Agenda
  • Review of internal trade in large scale
  • Review of exercising the voting right regarding the merge of Cheil Industries Inc and Samsung C&T Corporation
Whether to pass
  • Pass
  • Pass
Host date 2015.07.24 Contents of Agenda
  • Report of internal trade records on 2nd quarter, 2015
Whether to pass
  • Pass
Host date 2015.08.14 Contents of Agenda
  • Review of internal trade in large scale
Whether to pass
  • Pass
Host date 2015.10.30 Contents of Agenda
  • Report of internal trade records on 3rd quarter, 2015
Whether to pass
  • Pass
Host date 2015.11.13 Contents of Agenda
  • Application for fire (package) insurance policy of Samsung Fire & Marine Insurance Co., Ltd
  • Lease of building & land of previous Daegu factory
Whether to pass
  • Pass
  • Pass
Host date 2015.11.26 Contents of Agenda
  • Reception of remaining balance in relation with Samsung Motors Co., Ltd
Whether to pass
  • Pass
Host date 2015.12.18 Contents of Agenda
  • Review of internal trade in large scale with Samsung C&T Corporation
  • Review of internal trade in large scale with Samsung Welstory Co., Ltd
  • Participation on paid-in capital increase of STM Co., Ltd
Whether to pass
  • Pass
  • Pass
  • Pass
Name of committee Candidate Recommendation Committee for External Director Host date 2015.02.13 Contents of Agenda
  • Appointment of chairman of candidate recommendation committee for external director
  • Candidate recommendation of external director
Whether to pass
  • Pass
  • Pass
Name of committee Compensation Committee Host date 2015.12.13 Contents of Agenda
  • Appointment of chairman of compensation committee
  • Review of remuneration limit for registered director
Whether to pass
  • Pass
  • Pass

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