Samsung 2007 Annual Report Download - page 10

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Samsung Electronics has enthusiastically established a global standard of corporate governance, operating
within a structure whose focal point is the Board of Directors. This enables transparent and sound manage-
ment practices while encouraging creative and progressive entrepreneurship from our top management, which
maximizes shareholder and overall corporate value. We are also sustaining shareholder focused management
to ensure that our profitable earnings and corporate values benefit our shareholders.
In 2007, a record-breaking year for business performance, we returned about 40% of our net profits to share-
holders, paying out a dividend of KRW8,000 a share and buying back about KRW2 trillion of company stock.
We also organized our third Analyst Day to help our investors and shareholders better understand the core
competencies of each business division, as well as our efforts to enhance our corporate value on a mid- and
long-term basis.
Our brand value has been marked at US$16.9 billion in the BusinessWeek/Interbrand survey of “Best Global
Brands,” ranked 21st in the world in 2007, to consolidate our enhanced position worldwide. In addition, leading
business journals such as Finance Asia and Asset have rated Samsung again among the very best in terms of
investor relations and corporate governance.
In 2008, we will overcome any challenge to our concerted efforts to reinvent ourselves as a world leader. By
achieving outstanding business performance, we will also enhance shareholder value. Looking ahead, we will
become an unparalled global electronics leader, actively practicing creative management with consistent inno-
vation in our management practices.
BOARD OF DIRECTORS
The Board oversees the performance of senior managers, sets corporate management policies and formulates 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. There are nine members on the Board of Directors, of which two are Samsung executive
directors and seven are outside of the company. In 2007, the Board met seven times to discuss major corporate agendas. During that time, the Board
resolved 30 agenda items.
Committees have been established within the Board of Directors in accordance with the Board bylaws, and empowered with certain Board responsi-
bilities. This way, the directors can draw upon their experience and expertise in specific fields to enhance and accelerate the deliberation and
decision-making processes. The Board currently has four such bodies: the Management Committee, Audit Committee, Outside Director
Recommendation Committee and Internal Transaction Committee.
Management committee
The Board of Directors delegates the authority to discuss and decide specific agenda items to the Management Committee, thereby elevating its man-
agerial professionalism and effectiveness. The committee reports its decisions back to the Board. This committee convened 28 meetings during 2007.
Audit Committee
The Audit Committee supervises and supports management in order to maximize corporate value through a set of checks and balances. The
Committee is composed of three outside directors and held six meetings during 2007.
Outside Director Recommendation Committee
The Outside Director Recommendation Committee was formed to recruit and appoint outside directors fairly and independently. The Committee has
four members: two executive directors and two outside directors. The Committee met on three occasions during 2007.
Internal Transaction Committee
The Internal Transaction Committee was established to enhance corporate governance by ensuring fair business transactions. All three members are
outside directors. This Committee convened five times in 2007.
MESSAGE FROM THE BOARD
We seek to maximize corporate value
through transparent
and sound management.