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.
The chairperson of the board of directors shall be appointed among the directors through a vote in a board meeting.
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.
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.
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.
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
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.
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.
Resolutions and revisions related to the company's business operation principles
Establishment, relocation, or closure of branch offices
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.
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.
Matters specified in laws or the Articles of Association
Matters entrusted from the general meeting of shareholders and matters deemed necessary by the CEO