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Samsung Electronics works to enhance its business by encouraging a progres-
sive and entrepreneurial environment based on the highest standards of gover-
nance, transparency, and accountability. Under such policy, the board of direc-
tors (BOD) administers the performance of management, sets corporate man-
agement policies, and makes strategic decisions on business execution. These
activities are performed in accordance with relevant laws and regulations, our
articles of incorporation (AOI), and the resolutions made at the annual general
shareholders meeting (AGM).
To better target the various responsibilities of the BOD, authorities have
been delegated to subcommittees in which directors with expertise and experi-
ence in a certain field can contribute to that particular committee. The BOD
currently has three committees: the management committee, the audit commit-
tee, and the outside director recommendation committee.
The BOD was composed of 14 directors, seven of them being outside
directors. However, with the appointment of President and CEO Chin, Dae Je
as the Minister of the Information and Telecommunications in February 2003,
there are currently 13 BOD members. During the course of the year, the BOD
had nine meetings and handled thirty-five items.
The management committee considers and makes decisions on issues
delegated to them by the BOD and reports their voting results to BOD in
accordance with the AOI, Regulation of the BOD, or AGM resolutions. The
committee is aimed to promote specialization and efficiency in fulfilling busi-
ness operations. The management committee met 27 times this past year.
The audit committee is composed of three outside directors and is
designed to oversee and support the Company’s operations through a system
of checks and balances. The committee convened seven times this past year.
The outside director recommendation committee is made up of four direc-
tors (including two outside directors), and its primary function is to nominate
and recruit outside directors in a fair and independent manner.
BOARD OF DIRECTORS
Management Committee
• Jong-Yong Yun [chair]
• Yoon-Woo Lee
• Doh-Seok Choi
Audit Committee
• Sung-Lark Rim [chair]
• Jae-Sung Hwang
• Kap-Hyun Lee
Outside Director
Recommendation Committee
• Gwi-Ho Chung [chair]
• Tetsuo Iwasaki
• Jong-Yong Yun
• Doh-Seok Choi
Franz-Hermann Hirlinger
• Outside director, Samsung
Electronics [1998-present]
• Representative, State of Barvaria
Korea Office [2001-present]
• Chief representative, Bayerische
Landesbank, Seoul office
[1997-present]
• Chief representative and first vice
president Bayerische Landesbank,
Tokyo office [1995-2001]
• Senior investment manager and
head of international marketing,
Credit Suisse [1991-1995]
Kun-Hee Lee
• Chairman & CEO, Samsung
Electronics [1998-present]
• Member, International Olympic
Committee [1996-present]
• Vice chairman, Federation of
Korean Industries [1987-present]
• Chairman, Samsung Group
[1987-1998]
Gwi-Ho Chung
• Outside Director, Samsung
Electronics [2003-present]
• Senior Partner, CJ International
Law Offices [1999-present]
• Justice, Supreme Court
[1993-1999]
• Chief Judge, Eastern Branch Court,
Seoul District Court [1991-1992]