Samsung 2006 Annual Report Download - page 146

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Top management is encouraged to exercise creative and progressive entrepreneurship
while adhering to the principles of managerial transparency and accountability. Corporate
value is thus enhanced continuously. Under this policy, the Board of Directors oversees
the performance of senior managers, sets corporate management policies, and makes
strategic decisions on business execution. These activities are performed in strict
accordance with relevant laws and regulations, the Samsung Electronics Articles of
Incorporation and resolutions passed at the general shareholders’ meeting.
Committees have been established within the BOD in accordance with the BOD by laws,
and these committees are empowered with certain BOD responsibilities.
This way, the directors can bring their experience and expertise in specific fields to
enhance and accelerate the deliberation and decision making processes. The BOD
currently has 4 of these bodies: the Management Committee, Audit Committee, Outside
Director Recommendation Committee and Internal Transaction Committee.
The Samsung Electronics Board of Directors consists of thirteen members, 7 of whom are
outside directors. The Board convened 8 times in 2006 and resolved 27 agenda items.
Board of Directors
Management Committee
The Board of Directors delegates the authority to discuss and decide specific agenda
items to the Management Committee, thereby elevating the professionalism and
effectiveness of managerial execution. The Management Committee reports its
decisions back to the Board. The Management Committee convened 24 meetings
during 2006.
Audit Committee
The Audit Committee supervises and supports management in order to maximize
corporate value through a set of checks and balances. The 3-member committee,
which consists entirely of outside directors, held three meetings during 2006.
Outside Director Recommendation Committee
The Outside Director Recommendation Committee was formed to recruit and appoint
outside directors fairly and independently. The 4-member committee, which includes 2
outside directors, met on 4 occasions during 2006.
Internal Transaction Committee
The committee was established to enhance corporate governance by ensuring fair
business transactions. All three members are outside directors, who convened 7 times
in 2006.