Composition of BOD As of March 2009, five out of nine BOD members are independent directors to ensure the independency and transparency of the Board’s decision-making process.
The composition changed from seven independent directors to the current five outside directors as decided in the 2009 Regular General Shareholders’ meeting in order to more flexibly respond to rapidly-changing business environments and enhance the operating efficiency of the BOD.Under the Articles of Incorporation, the Outside Directors Recommendation Committee first selects candidates from a pool of professionals with expertise or experience in business management, economics, accounting, law, or relevant technologies, and then submits their final candidates for the approval of the shareholders at the General Shareholders Meeting.The independent directors conduct separate meetings of their own to work on their recommendations. All directors are prohibited from engaging in business activities within the same industry without the approval of the board. This arrangement is to prevent conflict of interests, as specified in the Korean Commerce Act and the Samsung Electronics Articles of Incorporation.
List of Directors TitleNameGenderPositionTasksCEO, Vice ChairmanYoon-woo LeeMHead of DS Business Unit and chairman of the board of directorsOverall corporate management and Device Solution(DS) management PresidentGee-sung ChoiMHead of DMC Business Unit Digital Media & Communication (DMC) management PresidentJu-Hwa YunMAudit Team managerCorporate Auditing Vice PresidentSang-hoon LeeMBusiness Support Team managerOverall corporate strategy Independent DirectorKap-Hyun Lee MFormer President & CEO / Korea Exchange Bank Overall management Independent DirectorDong-Min YoonMAttorney – at – law / Kim & Chang Law OfficeOverall management Independent DirectorChae-Woong LeeMProfessor of Economics / Sung Kyun Kwan University Overall management Independent DirectorGoran S. MalmMChairman & CEO / Boathouse Ltd.Overall management Independent DirectorOh-Soo ParkMProfessor of business Admin / Seoul National UniversityOverall management BOD Roles and Operation In 2008, a total of five BOD meetings were held to address 23 agenda items. The three-year average attendance rate (2006-2008) of the BOD stands at 86%. The BOD has four committees: Management Committee, Audit Committee, Outside Director Recommendation Committee, and Internal Transaction Committee. We do not have a separate, dedicated committee for corporate governance, as the function is performed by the Internal Transaction Committee. The Audit Committee, comprised of three independent directors, supervises and supports the management to maximize corporate value 2008 BOD Committees and Functions Committee FunctionsMembers ManagementCommitteeDeliberates and decides matters either delegated by the board of directors, or specified in the Articles of Incorporation or the Regulation of the Board of Directors with the aim of enhancing professionalism and efficiency in decision-makingYoon-Woo Lee (chair) Gee-Sung Choi Sang-Hoon Lee Audit CommitteeConducts auditing functions under the stipulation of governing regulations, Articles of Incorporation and Audit Committee Regulations. Kap-Hyun Lee (chair) Chae-Woong Lee, Oh-Soo Park Outside Director Recommendation CommitteeRecommends candidates for outside director under the governing regulations.
Articles of Incorporation and Board of Directors regulations. Chae-Woong Lee (chair) Oh-Soo Park, Yoon-Woo Lee , Gee-Sung Choi Internal Transaction CommitteeEnhances corporate transparency and promotes fair transactions through compliance programs Kap-Hyun Lee (chair) Chae-Woong Lee, Oh-Soo Park http://www. samsung. om/us/aboutsamsung/sustainability/environment/climatestrategy/climatestrategy.
html Mr. Y. K. Kim is president and Chief Executive Officer of Samsung Electronics America, and is responsible for overseeing the company’s operations in Canada, the United States and Mexico. Mr. Kim was most recently Senior Vice President, leading the Sales & Marketing Team of the Samsung Electronics Visual Display business. Mr.
Kim began his career at Samsung Electronics in 1986, in export sales. In 1989, he moved to France as a Senior Manager and ultimately became Vice President responsible for sales and marketing for the French market. Following a leadership assignment as President of Samsung Electronics Philippines, Mr.Kim returned to France in 2002, as President of Samsung Electronics France.
During his tenure, Samsung achieved the number one market share in the French TV market. He returned to Korea to head mobile phone Sales & Marketing Europe in 2007, before heading sales and marketing for the Visual Display business in 2009. Mr. Kim graduated from Korea University with a B. A. degree in French Language and Literature in 1978.
He holds a Master’s degree in Trade from I. A. E of Jean Moulin University of Lyon III. Dale Sohn is president of Samsung Telecommunications America (STA). As STA’s lead executive, Mr.
Sohn is responsible for new technology outsourcing and strategic alliance and partner relationships.He is also responsible for the development of new technology for STA. Before being promoted to his current position, Mr.
Sohn served as vice president of the Outsourcing and Alliance Group in Seoul for Samsung Electronics Co. (SEC). Before taking this position, Mr. Sohn served as director of the Marketing Group for SEC in Seoul. Overall, Mr. Sohn has spent the past 20 years with Samsung. Mr.
Sohn earned his MBA from the Massachusetts Institute of Technology (MIT) in Cambridge, Massachusetts. A native and citizen of Korea, he resides with his family in Plano, Texas. As President and CEO of Samsung Semiconductor Inc. (SSI), a multi-billion dollar U. S. subsidiary of Samsung Electronics, Mr.
Bae is responsible for overseeing all aspects of the company’s business including its DRAM, Flash and SRAM memory groups, liquid crystal display (TFT-LCD), storage, foundry and System LSI divisions and technical marketing organization. For the past twenty-five years, Mr. Bae has held various strategic marketing and sales management positions within Samsung in Korea and Europe. Prior to his appointment at SSI, Mr. Bae was senior vice president of Memory Sales at Samsung Electronics in Seoul, Korea, where he was in charge of developing global sales strategy for the world’s No. 1 memory company. Prior to that, he served as president of Samsung Semiconductor Europe (England and Germany). Before that, Mr.
Bae was responsible for leading Memory Sales and marketing in this region. Mr. Bae began his career at Samsung in the Memory Application engineering division in Korea. Samsung Austin Semiconductor (SAS), located in Austin, Texas, is owned by Samsung Electronics and is the company’s only semiconductor manufacturing plant located outside Korea. As president of Samsung Austin Semiconductor (SAS), Dr. Han oversees one of the most advanced semiconductor plants in the United States where state-of-the-art NAND Flash memory chips are made. Prior to this appointment, Dr.
Han served as vice president of the Photo Technology Team in Korea. In almost 20 years of his career at Samsung, Dr.Han’s experiences include several leadership roles in photomask, process development and process engineering. He received his doctorate in electrical engineering from the Swiss Federal Institute of Technology, and his master of science in electrical engineering from Kyeonghee University. He earned his BS in electrical engineering from Youngnam University. Set Business Through innovative technology, distinctive designs, and a dual focus on convenience and value, Samsung has remained at the forefront of the digital revolution we helped launch.
We lead the global digital marketplace by continually launching new products that not only meet- but also anticipate- customers’ demands.Our mobile phones, admired by customers around the world, enhance mobile lifestyles while meeting the diverse needs of the mobile marketplace. We’ve led the standardization of next- generation mobile phone technologies such as Mobile WiMAX and High-Speed Downlink Packet Access (HSDPA) to solidify our alliances with phone carriers around the world.
The business also comprises personal computers and MP3 players, creating synergies across platforms. We merge the latest mobile technology with core computing technology for the PC business, while mobile technologies – also combine with our world-leading power efficiency and design to enhance MP3 player capabilities.Our goal is to use our leadership in technological convergence to guide the industry as it takes mobility to the next level. The TV business is a key driver in in the Samsung Set Business portfolio, along with the Mobile phone business. The TV business enjoys the top position in the current market. LED TVs, which have shown explosive growth in the latest market is a flagship product within the TV business. LCD TV and Monitors have also maintained top positions in their respective categories.
We seek to sustain our leadership through constant innovation and development in new technology such as 3D. A premium brand image has powered Samsung’s growth in the telecommunications category.We lead the global telecommunication industry with the widest range of mobile phones on the market today – including 3G and multimedia phones – in addition to telecommunication systems.
Our printer and camera businesses are also receiving positive responses in the market and we continue to innovate in technology to increase our competitiveness in these segments. Finally, Samsung’s Set Business also encompasses world-leading, premium home appliances that are stylishly designed, equipped with convenient digital features, and environmentally friendly. Our lineup includes refrigerators, air conditioners, washers, ovens, vacuum cleaners and other appliances that are indispensible in today’s households.
http://www. samsung. com/us/aboutsamsung/ir/financialinformation/earningsrelease/IR_Earnings2007. html