Samsung 2005 Annual Report Download - page 140

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138
SEC works to enhance its business by encouraging a
progressive and entrepreneurial environment based on
the highest standards of governance, transparency, and
accountability. Under such policy, the BOD administers the
performance of management, sets corporate management
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 sub-committees in which
directors with expertise and experience in a certain field can
contribute to that particular committee.
The BOD currently has 4 committees—the Management
Committee, Audit Committee, Outside Director Recommendation
Committee, and Internal Transaction Committee.
The BOD is operated by thirteen members (seven of them
being outside directors). During the course of this year 2005,
the BOD had 8 meetings and handled 24 cases.
The Management Committee considers and makes decisions
on issues delegated to them by the BOD and reports their
voting results to them in accordance with the AOI, BOD
charter, or AGM resolutions. The committee had 32 meetings.
The audit committee is a committee under Board of Directors
that supervises and supports the management in such a way
it may enhance the company’s value to the maximum through
auditing and Audit Committee consists of three members
who are appointed among directors through the resolution of
Board of Directors. All the members shall be outside directors.
The committee met 7 times this past year.
The Outside Director Recommendation Committee is a
committee under the BOD, structured to recruit and appoint
outside directors’ candidates in a fair and independent manner.
This committee consists of 4 directors (including 2 outside
directors).
The Internal Transaction Committee, a board committee, was
established in April 2004 as a compliance body to enhance
corporate governance and promote fair transactions. The
Internal Transaction Committee is reported with pending
transactions between the company and its related party.
The committee met 7 times this past year.
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
Internal Transaction Committee
Jae-Sung Hwang [chair]
Sung-Lark Rim
Kap-Hyun Lee
Board of Directors