Board of Directors

The BOD consists of three executive directors and six independent directors

Board
Composition

Samsung Electronics' Board of Director (the "Board") is composed of four Executive Directors and six Independent Directors.
In accordance with Article 542-8 of the Commercial Act, Independent Directors constitute a majority of the Board.
The Board leverages their expertise and skills in various fields to ensure efficient and strategic decision making.



Download PDF (Board Skills Matrix)

Download PDF
(Board of Directors Charter)


Election and term

Directors shall be elected by resolutions of a general meeting of shareholders. Executive Directors shall be elected from candidates recommended by the Board, and Independent Directors shall be recommended by the Independent Director Recommendation Committee.

At least three but not more than fourteen Directors shall sit on the Board, and in the case that two or more Directors are nominated, the cumulative voting system as defined in Article 382-2 of the Commercial Act shall not be applicable.

All Board members shall have a three-year term of office, and are eligible for re-election at a general meeting of shareholders when their term expires.

Chairman

The Chairman of the Board shall be appointed from among the Directors by a resolution of the Board.

Expertise and diversity

The Company values diversity of ethnicity, gender, religion, region of origin, and nationality and is actively searching for directors that can add new perspectives to the Board.
In particular, independent directors must possess strong leadership skills, an exemplary career history, and extensive knowledge in relevant fields, such as IT, auditing, finance, accounting, economics, and law, while satisfying the requirements of pertinent laws (e.g., the Commercial Act) to objectively supervise management.
The Independent Director Recommendation Committee, consisting entirely of Independent Directors, evaluates and nominates candidates based on their background, expertise, and diversity.

Independence of the Board

The Board separated the role of CEO and Chairman in 2018, and appointed an Independent Director as Chairman in Feb 2020 to strengthen the Board’s independence and transparency. In April 2017, the CSR Committee was reorganized and expanded into the Governance Committee, which consists entirely of Independent Directors.

Director independence is determined by requirements set forth in Article 24 of the Company’s Articles of Incorporation. In particular, if a candidate is engaged in the Company’s regular business, has a material interest in the Company or the majority shareholder, or has been an employee within the past two years, he or she will not be considered independent.

Operation

Types of Board meetings

The Board holds a regular meeting once every quarter and extraordinary meetings when deemed necessary.

Convening a meeting of the Board

The Chairman convenes meetings of the Board, and shall provide members with a notice of meeting, along with an agenda and reasons for the meeting, at least 7 days in advance. In urgent circumstances, this notification period can be shortened to at least 24 hours prior.

Any Director may convene a meeting with consent from the Chairman in the case where the meeting is deemed necessary for the purpose of carrying out his or her duties. If the Chairman rejects a meeting request without a valid reason, the Director who made the proposal may convene a meeting.

Resolutions

The presence of a majority of all Directors shall constitute a quorum and resolutions shall be adopted by a majority of the votes of Directors attending the meeting; provided that the Board meeting may take place via electronic means, such as by conference call, within the scope provided by relevant laws.

For fair review and reasonable decision making, a Director having a special interest in a resolution of a general meeting shall not be permitted to exercise his or her voting rights thereupon.

Matters to be
Submitted

Matters related to a general meeting of shareholders
  • Convening a general meeting of shareholders
  • Approval of business reports and financial statements
  • Amendments to the Articles of Incorporation
  • Dissolution, merger, and continuance of the Company
  • Transfer of the whole or an important part of the Company's business
  • Election and dismissal of Directors
  • Remuneration of Directors
Matters concerning management
  • Determination of and changes to basic management policies
  • Approval of business plans and quarterly and semi-annual reports, etc.
Matters concerning finance
  • Determination of issuance of securities
    - Issuance of new shares
    - Issuance of convertible bonds/bonds with warrants
  • Acquisition, disposition, and redemption of treasury stock
  • Conclusion or renewal of internal transactions with related parties
  • Investment in or disposal of other corporate entities, provision of security or payment guarantees, conclusion of loan agreements, etc.
Matters concerning Directors, the Board of Directors, and Committees
  • Approval of Directors holding a position in a company in a competitive and/or similar business field, and approval of transactions between a Director and the Company
  • Appointment of the Chairman of the Board
  • Appointment of the Representative Director, and determination of joint lead Directors
  • Establishment of committees, and appointment and dismissal of members thereof, etc.
Other matters
  • Amendment and abolishment of the operating regulations for the Board and its committees
  • Other matters provided for by the relevant laws and regulations or the Articles of Incorporation, matters delegated by a general meeting of shareholders, and matters deemed necessary by a Representative Director

Responsibility
and Duties

Fiduciary duty

Directors shall carry out their duties faithfully in accordance with relevant laws and the Articles of Incorporation.

Duty of faithfulness

Pursuant to the Article 32 Prohibition of Competition by Directors, no Director shall effect any transaction which falls within the same class of business as that of the Company without consent of the Board or such committee as authorized by the Board, except when a Director is elected with the knowledge that his business is in competition with the Company. Also, a Director shall resign from office in case of serving on a competing company or becoming a public official.

Prohibition of competition

No Director shall effect any transaction which falls within the same class of business as that of the Company without consent of the Board or such committee as authorized by the Board, except when a Director is elected with the knowledge that his business is in competition with the Company.

Other

Liability insurance and compensation

Director liability insurance is purchased after approval from the Board or a committee of the Board, as provided by internal regulations.

Compensation is paid to shareholders or others who suffer a loss resulting from a Director's violation of fiduciary duty and duty of faithfulness in conducting Company business.

Support for Independent Directors

In conformity with relevant clauses of the related regulations, Independent Directors, who play a crucial role in maintaining the independence of the Board, are entitled to enlist help from outside experts in making important decisions. Accordingly, the Company provides Independent Directors with outside help that includes but is not limited to legal and accounting advice.

Independent Directors hold meetings on an ad hoc basis that exclude management in order to discuss management issues and make proposals more freely.

The Company spares no support to ensure Independent Directors discharge their duties aggressively and independently. We provide Independent Directors with orientations and training sessions that include regular visits to domestic and overseas sites with reports on the operations.

Activities