-
Chairman
Hyun-Han Shin
-
Composition
3 outside & independent directors (Jae-man Yu, Hyun-Han Shin, Seung-Ah Cho)
-
Responsibility
Audit of company accounting & business operation
-
Major Activity
- Jul. 29, 2014
-
Election of chairman of the Audit Committee (Seong-Woo Moon)
- Jan. 27, 2015
-
Report on Review Result of Internal Accounting Control System Management
Report on 2014 financial statements and business report
- Feb. 11, 2015
-
Report on final audit report by the Audit Committee
Assessment on activities of internal compliance system
Report on review result of internal accounting control system management
Report on review of the annual general meeting of shareholders agenda
Report on Appointment of Independent Auditor
- Apr. 30, 2015
-
Report on Financial Statements for 1Q15
Report on Appointment of Independent Auditor
- Jul. 23, 2015
-
Report on Financial Statements for 2Q15
- Oct. 25, 2015
-
Report on Financial Statements for 3Q15
- Jan. 22, 2016
-
Report on 2015 management of internal accounting control system
Report on 2015 financial statements and business report
- Feb. 19, 2016
-
Report on final audit report by the Audit Committee
Report on review result of internal accounting control system management
Assessment on activities of internal compliance system
Report on review of the annual general meeting of shareholders agenda
- Mar. 11, 2016
-
Election of chairman of the Audit Committee (Jae-Eun Lee)
- Apr. 27, 2016
-
Report on financial statements for 1Q16
- Jul. 20, 2016
-
Report on financial statements for 2Q16
- Oct. 26, 2016
-
Report on financial statements for 3Q16
- Jan. 23, 2017
-
Report on 2016 management of internal accounting control system
Report on 2016 financial statements and business report
- Mar. 7, 2017
-
Report on final audit report by the Audit Committee
Report on review result of internal accounting control system management
Assessment on activities of internal compliance system
Report on review of the annual general meeting of shareholders agenda
- Mar. 24, 2017
-
Election of chairman of the Audit Committee
- Apr. 24, 2017
-
Report on financial statements for 1Q17
- Jul. 21, 2017
-
Report on financial statements for 2Q17
Report on sponsorship expense for 2Q17
- Oct. 25, 2017
-
Report on financial statements for 3Q17
- Feb. 02, 2018
-
Report on Review Result of Internal Accounting Control System Management
Report on financial statements for 2017
Report on sponsorship expense for 4Q17
- Mar. 06, 2018
-
Report on final audit report by the Audit Committee
Report on review result of internal accounting control system management
Assessment on activities of internal compliance system
Report on review of the annual general meeting of shareholders agenda
Report on Appointment of Independent Auditor
- Apr. 30, 2018
-
Report on financial statements for 1Q18
- July. 26, 2018
-
Report on financial statements for 2Q18
- Oct. 25, 2018
-
Report on financial statements for 3Q18
- Jan. 24, 2019
-
Report on Review Result of Internal Accounting Control System Management for 2018
Report on financial statements for 2018
Report on sponsorship expense for 4Q18
- Mar. 05, 2019
-
Report on final audit report by the Audit Committee
Report on review result of internal accounting control system management
Assessment on activities of internal compliance system
Report on review of the annual general meeting of shareholders agenda
- Apr. 17, 2019
-
Review on 1Q19 financial results
Report on financial audit plan for 2019
Report on internal audit plan for 2019
- Apr. 25, 2019
-
Report on sponsorship expense for 1Q19
- Jul. 10, 2019
-
Review on 1H19 financial results
Report on internal accounting control system inspection plan for 2019
Report on internal audit results for 1H19
Report on principal items for 2019 financial review & internal accounting control system audit plan for 2019
- Jul. 23, 2019
-
Report on sponsorship expense for 2Q19
- Oct. 15, 2019
-
Report on financial statements for 3Q19
Report on 2019 architecture and 1H19 review result of internal accounting control system management
Report on internal audit results for 3Q19
Report on 1H19 review result of internal accounting control system management
Report on 3Q19 financial review, internal accounting control system audit progress and plan
- Oct. 24, 2019
-
Report on accumulated sponsorship expense for 3Q19 and sponsorship plan for 4Q19
- Jan. 30, 2020
-
Report on review result of internal accounting management system for 2019
Report on financial statements for 2019
Report on sponsorship expense for 4Q19
Report on internal audit activites for 4Q19 & audit plan for 2020
Report on evaluation of internal accounting management system for 2019
Report on audit activities of internal accounting management system for 2019
- Feb. 18, 2020
-
Report on final audit report by the Audit Committee
Report on evaluation of internal accounting management system
Assessment of activities of internal compliance system
Report on review of the 35th AGM agenda
- Mar. 18, 2020
-
Election of Chairman of the Audit Committee
- Apr. 23, 2020
-
Report on financial statements for 1Q20
Report on internal accounting control system management & plan for 2020
Report on internal audit activities for 1Q20 & audit plan for 2020
Report on preliminary review of sponsorship for 1Q20
Report on audit plan for 2020
- Jul. 23, 2020
-
Report on financial statements for 1H20
Report on result of internal accounting control system management for 2020
Report on internal audit activities for 2Q20
Report on preliminary review of sponsorship for 2Q20
Report on review of independent auditor appointment 1H20
Corporate Governance
Board of Directors
Inside Directors
-
Sungwoo Hwang
President & CEO
President of Samsung Advanced
Institute of TechnologyFellow of The Korean Academy of
Science and Technology -
Jung Tae Ahn
Executive VP & CFO
Team leader of Audit Team, Samsung Electronics
CFO of VD Business, Samsung Electronics
-
Hyung Joon Koo
Executive VP & Cloud Biz Unit Leader
President of Samsung SDS America
Smart Retail Business Team Leader
Outside & Independent Directors
-
Jae-Man Yu
Partner of Lee&Ko
Partner, One Law Partners LLC
Managing partner, Law Firm Joeun
Chief Public Prosecutor, Seoul District Prosecutors' Office
-
Hyuck Yoo
Professor at Korea University, College of Informatics
Dean, College of Informatics, Korea University
Deputy Director, Graduate School of Convergence IT, Korea University
Researcher, Sun Microsystems Inc.
-
Hyun-Han Shin
Professor at Yonsei University, School of Business
Performance Evaluation Committee, Deposit Insurance Fund
Advisory, The Korean Chamber of Commerce and Industry, Corporate Policy Advisory Committee
Assistant Professor, State University of New York at Buffalo
-
Seung-Ah Cho
Professor at Seoul National University, College of Business Administration
Associate Dean of Student Affairs, College of Business Administration, Seoul National University
Vice President, Korean Strategic Management Society
Director, International Clubs and SIGs Asia-Pacific Region, Harvard Alumni Association
Organization of the board of directors
Organization of the board of directors
- Appointment of directors and the office term
-
In compliance with Article 383 of the Commercial Act, the company's board of directors consist of three or more directors, and in compliance with Article 27 of the company's Articles of Associations, it consists of 3-10 directors, who may be appointed in the general meeting of shareholders. Among the directors, the number of outside directors shall be three or more and shall consist of the majority of the total number of directors on the board, to satisfy the requirement specified in Paragraph 8, Article 542 of the Commercial Act.
- Appointment of the chairperson
-
The chairperson of the board of directors shall be appointed among the directors through a vote in a board meeting.
- Expertise and diversity of the board of directors
-
The company shall appoint directors from experts in various fields, without placing limitations on the race, sex, place of birth, and expertise, so that the board of directors may have a comprehensive perspective appropriate for making strategic decisions. Also, the committee for recommending outside directors reviews experts in a variety of fields, including IT, business operation, accounting, legal compliance, etc., and recommends the outside director candidates. These experts in various fields are appointed as outside directors through a vote in the general meeting of shareholders. By ensuring that experts in various fields with different perspectives comprise the board of directors, provision of objective supervision of business operation and expert advisory becomes available.
- Independence of outside directors
-
A majority of the directors on the board of directors are outside directors to encourage free and objective exchange of opinions and independent decision making by the board of directors. To avoid any possible conflict of interest between directors and the company and minimize decision making based on the personal interests of directors, "transactions between directors and the company" are restricted, and any directors with interests related to the decision of the board cannot exercise their rights to vote, in compliance with Article 398 of the Commercial Act and Article 10 of the Provisions for Operating the Board of Directors.
Operation of the board of directors
Operation of the board of directors
- Operation of the board of directors
-
The board of directors may be called by the chairperson of the board according to Article 33 of the company’s Articles of Associations, for a regular or temporary board meeting. In principle, a regular board meeting is called once every quarter, and temporary board meetings may be called whenever necessary.
- Resolution by the board of directors
-
Resolutions by the board of directors may be made with a majority vote of the present directors when a majority of the current directors are present, whereas a two-thirds vote by the current directors is required for certain matters specified in the Commercial Act
- Risk management of the board of directors
-
As uncertainties increase in the external business operation environment, Samsung SDS makes preemptive responses to manage the risks through the board of directors and committees within the board of directors. Among the committees within the board of directors, the business operation committee supervises the overall business operations, and the audit committee receives reports on the internal accounting control system and reviews them.
Financial risks are managed by the internal finance department, under the supervision of the audit committee, and major topics are shared and countermeasures are established in the enterprise-wide risk consultative group consisting of key departments of interest, where the chief of the management support office is the chief risk officer (CRO).
The board of directors prepares for the compliance guidelines and appoints a compliance officer to review the compliance, according to Paragraph 13, Article 542 of the Commercial Act (Compliance Guidelines and Compliance Officers). The compliance officer is responsible for implementation of compliance training programs and inspection, reporting, improvement, and correction request of the compliance issues related to executives and employees.
Topics voted on by the board of directors
Topics voted on by the board of directors
- Call of the general meeting of shareholders and the meeting agenda
-
Call of the general meeting of shareholders
Approval of business reports and financial statements
Revision of the Articles of Association
Appointment and dismissal of directors
-
Winding-up, merger, or continuation of the company, transfer of all or essential parts of the company’s business, and buyout of all or part of the business of another company that has a grave influence on the company’s business
Wages of directors, etc.
- Matters related to business operations
-
Resolutions and revisions related to the company's business operation principles
Establishment, relocation, or closure of branch offices
- Matters related to the financial affairs
-
Matters related to the issuance of shares (decisions on issuance of new shares, convertible bonds, or bonds with warrant)
Acquisition, disposal, and cancellation of self-owned shares
Approval of internal transactions
Investment/disposal of investment to a key corporation, provision of collateral/guarantee of obligations, credit agreement, etc.
- Matters related to the board of directors and committees
-
Approval of competitive transactions by directors, the holding of an additional post by an executive in another company of the same filed, and transactions between directors and the company
Appointment of chairperson for the board of directors
Appointment of the chief executive officer
Establishment of a committee and appointment/dismissal of committee members
Establishment/abolition of the provisions for operating the board of directors and committees.
- Others
-
Matters specified in laws or the Articles of Association
Matters entrusted from the general meeting of shareholders and matters deemed necessary by the CEO
Board Committees
- Audit Committee
- Related Party Transactions Committee
-
Chairman
Jae-Man Yu
-
Composition
1 inside director (Jung-Tae Ahn)
3 outside & independent directors (Jae-Man Yu, Hyuck Yoo, Hyun-Han Shin)
-
Responsibility
Monitors independency and transparency in management
Review of arm's length transactions in related party transactions
-
Major Activity
- Jul. 29, 2014
-
Election of chairman of the Related Party Transactions Committee (Seong-Woo Moon)
- Feb. 11, 2015
-
Approval of Merchandise & Service Transactions with Affiliates
- Apr. 30, 2015
-
Approval of Company Support on Employee Pension Plan
Approval of Transaction for Employee Group Insurance
Approval of Merchandise & Service Transactions with Affiliates
- Jul. 23, 2015
-
Approval of Merchandise & Service Transactions with Affiliates
Approval for modification of Merchandise & Service Transactions with Affiliates
- Oct. 25, 2015
-
Approval of merchandise & service transactions with affiliates
Payment of retirement pension insurance to Samsung Life Insurance
Approval of fixed deposit transfer from Credu
Real estate lease contract with Credu
- Nov. 20, 2015
-
Transactions with related party
- Feb. 19, 2016
-
Approval of merchandise & service transactions with affiliates (1Q16)
Approval of merchandise & service transactions with affiliates (2Q16)
- Mar. 11, 2016
-
Election of chairman of the Related Party Transactions Committee (JungHo Park)
- Apr. 27, 2016
-
Payment of employee pension plan to Samsung Life Insurance and Samsung Fire & Marine Insurance
Application of employee group insurance with Samsung Fire & Marine Insurance
Approval of real estate sublease contract with Samsung C&T
Approval of merchandise & service transactions with affiliates (3Q16)
- Jul. 20, 2016
-
Approval of merchandise & service transactions with affiliates (4Q16)
- Oct. 26, 2016
-
Approval of merchandise & service transactions with affiliates (1Q17)
Payment of retirement pension insurance to Samsung Life Insurance
- Mar. 7, 2017
-
Approval of merchandise & service transactions with affiliates (2Q17)
- Mar. 24, 2017
-
Election of chairman of the Related Party Transactions Committee
- Apr. 24, 2017
-
Approval of merchandise & service transactions with affiliates (3Q17)
Transaction for company support on employee pension plan
Transaction for employee group insurance with Samsung Fire & Marine Insurance
- Jul. 21, 2017
-
Approval of merchandise & service transactions with affiliates (4Q17)
- Oct. 25, 2017
-
Approval of merchandise & service transactions with affiliates (1Q18)
Payment of retirement pension insurance to Samsung Life Insurance
- Mar. 06, 2018
-
Approval of merchandise & service transactions with affiliates (2Q18)
- Apr. 30, 2018
-
Approval of merchandise & service transactions with affiliates (3Q18)
Approval of Company Support on Employee Pension Plan
Application of employee group insurance with Samsung Fire & Marine Insurance
Approval of investment to related party
- July. 26, 2018
-
Approval of merchandise & service transactions with affiliates (4Q18)
- Oct. 25, 2018
-
Approval of merchandise & service transactions with affiliates (1Q19)
Payment of retirement pension insurance
- Mar. 20, 2019
-
Approval of merchandise & service transactions with affiliates (2Q19)
- Apr. 25, 2019
-
Approval of merchandise & service transactions with affiliates (3Q19)
Approval of company support on Employee Pension Plan
Application of employee group insurance with Samsung Fire & Marine Insurance
- Jul. 23, 2019
-
Approval of merchandise & service transactions with affiliates (4Q19)
- Oct. 24, 2019
-
Approval of merchandise & service transactions with affiliates(1Q20)
Approval for modification of Merchandise & Service Transactions with Affiliates(4Q19)
Payment of retirement pension insurance
- Mar. 18, 2020
-
Election of Chairman of the Related Party Transactions Committee
Approval of merchandise & service transactions with affiliates (2Q20)
- May. 19, 2020
-
Approval of Company Support on Employee Pension Plan
Approval of merchandise & service transactions with affiliates (3Q20)
- Jun. 29, 2020
-
Application of employee group insurance
- Sep. 15, 2020
-
Approval of merchandise & service transactions with affiliates (4Q20)
- Nov. 30, 2020
-
Approval of merchandise & service transactions with affiliates (1Q21)
- Dec. 17, 2020
-
Payment of retirement pension insurance
-
Chairman
- Independent Director Recommendation Committee
-
Chairman
Hyuck Yoo
-
Composition
1 inside director (Jung-Tae Ahn)
3 outside & independent directors (Jae-Man Yu, Hyuck Yoo, Seung-Ah Cho)
-
Responsibility
Responsibility Recommending independent director candidates for a general meeting of shareholders
-
Major Activity
- Mar. 7, 2017
-
Recommendation of candidates for Independent Director
- Feb. 18, 2020
-
Recommendation of candidates for Independent Director (Jae-Man Yu)
Recommendation of candidates for Independent Director (Hyuck Yoo)
Recommendation of candidates for Independent Director (Hyun-Han Shin)
Recommendation of candidates for Independent Director (Seung-Ah Cho)
- Mar. 18, 2020
-
Election of Chairman of the Independent Director Recommendation Committee
-
Chairman
- Management Committee
- Chairman
Sung-Woo Hwang
- Composition
3 inside directors (Sung-Woo Hwang, Jung-Tae Ahn, Hyung-Joon Koo)
- Responsibility
Review and draw resolution on major business matters delegated by the Board of Directors
- Major Activity
- Sep. 01, 2014
-
Donation to the public utility foundation
Investment for telephony, video conference equipments
- Oct. 6, 2014
-
Execution of MOU with Pure Storage Inc.
Establishment of Guangzhou Branch in China
- Nov. 3, 2014
-
Establishment of R&D Center in India
- Jan. 12, 2015
-
Spin-off of ETC (Electronic-Toll-Collection) Business
Compensation Claim for Termination of Buisness with DHA (Dhubai Health Athority)
Conclusion of contract of ERP system development for Samsung Fire & Marine Insurance
- Mar. 4, 2015
-
Close-down of Abu Dhabi Branch Office
- Apr. 6, 2015
-
Donation to Public Foundation
Investment for Samsung Electronics Disaster Recovery System Project
- Jun. 1, 2015
-
Providing Rights of Using SEMP Source for Smartdot Technologies Co., Ltd. (China)
- Jun. 19, 2015
-
Additional Investment for Next-Generation mySingle System
- Aug. 19, 2015
-
Establishment of IT subsidiary in Vietnam
- Sep. 7, 2015
-
Donation
Secondary Investment for Samsung Electronics Disaster Recovery System Project
- Nov. 9, 2015
-
Establishment of overseas logistics branch
- Dec. 8, 2015
-
Sale of stake in a subsidiary
- Jan. 07, 2016
-
Establishment of finance backup center
- Feb. 01, 2016
-
Sale of Seongnae campus
Establishment of overseas logistics branch
- May. 02, 2016
-
Liquidation of Chile branch
- Jul. 04, 2016
-
Establishment of overseas logistics Joint Venture
- Jul. 11, 2016
-
Agreement of credit limit for payment guarantee of the project
- Aug. 12, 2016
-
Establishment of logistics Joint Venture in Vietnam
Establishment of 9 overseas logisitics branches in Europe region
Establishment of infrastructure for Semiconductor MES
Donation
- Feb. 6, 2017
-
Establishment of 6 overseas logistics branches
- Apr. 6, 2017
-
Establishment of overseas logistics Joint Venture
- May. 8, 2017
-
Sponsoring IT scholarships for adolescents with disabilities
Providing scholarships for college students
- Jul. 3, 2017
-
Approval of the 4th long-term incentive payment for executives
Sponsoring programming competition of college students
- Jul. 12, 2017
-
Establishment of overseas logistics Joint Venture in Vietnam
- Aug. 8, 2017
-
Establishment of overseas logistics Joint Venture
- Sep. 18, 2017
-
Establishment of overseas logistics Joint Venture
- Oct. 11, 2017
-
Investment of infrastructure establishment for Semiconductor MES
Providing scholarships for college students
- Nov. 13, 2017
-
Establishment of overseas logistics Joint Venture
- Jan. 15, 2018
-
Establishment of finance backup center
- Feb. 05, 2018
-
Establishment of overseas logistics branch
Establishment of overseas logistics Joint Venture
- Mar. 05, 2018
-
Withdrawl of AFC Business
- July. 02, 2018
-
Sponsoring ACM-ICPC Regional Contest
- Aug. 02, 2018
-
Installment of server rooms in Sangam IT Center
- Mar. 14, 2019
-
Approval of dissolution and appointment of liquidator of the branch of Iran
Investment in land purchase for HPC Data center construction
- Apr. 08, 2019
-
Sponsoring Korea Disaster Relief Association
- May. 14, 2019
-
Liquidation of Samsung SDS Global SCL Germany GmbH
- Jul. 23, 2019
-
Acquisition of shares of CMC Corporation by SDSAP
Sponsoring ACM-ICPC Regional Contest
- Aug. 26, 2019
-
Sale of Gwacheon & Daeduk Data center
- Oct. 24, 2019
-
Investment on Suwon IT Center enlargement
Investment on MES establishment for Semiconductor Pyeongtaek Line
Spnsoring Korea Disaster Response Association
- Feb. 06, 2020
-
Investment on construction of IT infrastructure for Samsung Electronics Next ERP
- Jun. 23, 2020
-
Investment on replacement of backbone infrastructure for Samsung Card
- Aug. 28, 2020
-
Approval of the 5th long-term incentive payment for executives
- Chairman
- Compensation Committee
-
Chairman
Seung-Ah Cho
-
Composition
3 outside & independent directors (Hyuck Yoo, Hyun-Han Shin, Seung-Ah Cho)
-
Responsibility
Review on remuneration ceiling and compensation system for directors
Review and draw resolution on set-up and amend of compensation system
Review and draw resolution on special compensation if necessary
-
Major Activity
- Oct. 23, 2014
-
Election of Chairman of the Compensation Committee (Seong-Woo Moon)
- Feb. 11, 2015
-
Decision of Remuneration Ceiling for Directors
- Feb. 19, 2016
-
Decision of Remuneration Ceiling for Directors
- Mar. 7, 2017
-
Decision of Remuneration Ceiling for Directors
- Mar. 24, 2017
-
Election of Chairman of the Compensation Committee
- Mar. 06, 2018
-
Decision of Remuneration Ceiling for Directors
- Mar. 05, 2019
-
Decision of Remuneration Ceiling for Directors
- Feb. 18, 2020
-
Decision of Remuneration Ceiling for Directors
Review on annual salary for Inside Directors
- Mar. 18, 2020
-
Election of Chairman of the Compensation Committee
-
Chairman
- Let's talk
- Please contact us for any Investor Relations information you may need.
- +82-2-6155-5114|ir.sds@samsung.com
