SAMSUNG ENGINEERING
- Investors
- Corporate Governance
Corporate Governance
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Composition of the BOD
The goal of Samsung Engineering’s board of directors (BOD) is to increase the efficiency and transparency of management practices, while also strengthening the financial soundness of the company. At Samsung Engineering, the CEO chairs the BOD in order to ensure timely and swift decision-making, as well as seamless implementation of all final decisions. The BOD consists of three executive and four outside directors to ensure transparency and independence in the decision-making process.
| Directors | Name | Position | Date of Appointment |
End of Term |
|---|---|---|---|---|
| Executive Directors |
Sung An Choi | President & CEO, Samsung Engineering, BOD Chairman | Jan. 26, 2018 | Mar. 17, 2024 |
| Ju-Seong Cheong | Head of Corporate Support Division, Samsung Engineering | Mar. 18, 2021 | Mar. 17, 2024 | |
| Jae Hoon Choi | Head of Marketing Division, Samsung Engineering | Mar. 19, 2020 | Mar. 18, 2023 | |
| Outside Directors |
Man Ho Seo | Former Vice President of Woori Bank | Mar. 24, 2017 | Mar. 18, 2023 |
| Il Dong Park | Former Vice President of the Export-Import Bank of Korea | Mar. 22, 2018 | Mar. 17, 2024 | |
| Il Moon | Professor of the Department of Chemical & Biomolecular Engineering, Yonsei University | Mar. 21, 2019 | Mar. 16, 2025 | |
| Jung Hyun Choi | Professor of Environmental Science and Engineering, Ewha Womans University | Mar. 17, 2022 | Mar. 16, 2025 |
* As of Mar. 2022
Director Appointment Process
Inside director candidates are recommended by the BOD or shareholders, whereas outside director candidates are nominated by the Outside Director Recommendation Committee, which takes into account their experience and expertise in respective areas of economic, social, legal and technical issues. The BOD and Outside Director Recommendation Committee review candidates’ qualifications before referring the appointment to the general shareholders’ meeting. Outside directors are restricted from holding more than two external positions, and those who are major shareholders or affiliates of the company do not qualify to be appointed as outside directors.
Committees of the BOD
Samsung Engineering operates five committees under the BOD—the Management Committee, Audit Committee, Outside Director Recommendation Committee, Related Party Transactions Committee, and Compensation Committee—all of which effectively serve the different needs of stakeholders in our management activities.
- Management Committee
- The Management Committee deliberates and decides on matters, and reports to the BOD as authorized by the BOD resolutions, by-laws or operation rules in order to facilitate quick and smooth decision-making on management issues.
- Audit Committee
- The Audit Committee is responsible for appointing accounting, performance and external auditors. The members of the Audit Committee are selected at the general shareholders’ meeting. The list of candidates for the Committee members is announced publically before the day of a meeting so that shareholders can make an informed decision on appointing Committee members. The Audit Committee is run by three outside directors to help to ensure the transparency of Samsung Engineering’s management practices.
- Outside Director Recommendation Committee
- The role of the Outside Director Recommendation Committee is to help to ensure that outside directors are able to make decisions without being influenced by the top management or dominant shareholders. To this end, the Committee, consisting of two inside and three outside directors, nominates outside director candidates and they are approved and appointed by the resolution of the general shareholders’ meeting. Candidates for outside directors are selected among those with extensive knowledge and experience in business administration and relevant technologies, ensuring that the outside directors have expertise in making effective and reasonable decisions regarding all aspects of the sustainability management. Those who are major shareholders of or in a special relationship with the company, however, are restricted from being appointed outside directors in order to prevent conflicts of interests in the BOD.
- Related Party Transactions Committee
- The Related Party Transactions Committee carries out prior deliberation and resolutions on insider trading and financial transactions that exceed a certain level in an effort to promote fair trade and further enhance transparency with transactions concerning related parties and corporate governance.
- Compensation Committee
- Since March 2015, the Compensation Committee, composed of 3 outside directors, has worked towards setting up sensible and transparent guidelines in determining remuneration for directors.
- ESG Committee
- Established in March 2022, the ESG Committee deliberates and decides on matters such as ESG strategy, planning and performance, shareholder value creation, and social responsibility to further drive the sustainable growth of Samsung Engineering. The Committee has recently appointed an environmental expert as an outside director to strengthen ESG management and ensures its independence by the appointment of all four committee members as outside directors.
Composition and Functions of Committees
| BOD Committees | Function | Composition | Directors |
|---|---|---|---|
| Management Committee | Deliberating and deciding on major management issues | 3 executive directors | Sung An Choi (Head), Ju-Seong Cheong, Jae Hoon Choi |
| Audit Committee | Auditing accounting practices and business activities as well as appointing external auditors | 3 outside directors | Man Ho Seo (Head), Il Dong Park, Il Moon |
| Outside Director Recommendation Committee |
Recommending outside director candidates | 2 executive directors 3 outside directors |
Sung An Choi (Head), Ju-Seong Cheong, Man Ho Seo, Il Dong Park, Il Moon |
| Related Party Transactions Committee |
Deliberating and deciding on transactions with affiliates | 3 outside directors | Man Ho Seo (Head), Il Dong Park, Il Moon |
| Compensation Committee | Deliberating and deciding on the limits and policies related to compensation to registered directors | 3 outside directors | Il Dong Park (Head), Man Ho Seo, Il Moon |
| ESG Committee | Deliberating and deciding on matters such as ESG strategy, planning and performance, shareholder value creation, and social responsibility | 4 outside directors | Il Moon (Head), Man Ho Seo, Il Dong Park, Jung Hyun Choi |
* As of Mar. 2022