Election of Directors and Terms of Office
Election of Chairperson
Board Expertise and Diversity
Independence of Independent Directors
If a requirement is not met, a determination of no ‘independence’ is made. The requirements are as follows.
①Individuals who engage in company business, ②Individuals who have key interests or affiliations (including personal services contract) with the company, the CEO, the significant customer or supplier of the company, or the largest shareholder, ③The spouses, lineal ascendants, and lineal descendants of directors, auditors, and executive officers of the company, ④Individuals who have worked as executives and employees of the Company within the past five years, ⑤Executives and employees of companies where an executive of Samsung Electro-Mechanics serves as an independent director, ⑥An employee or a partner of an accounting firms that were in charge of auditing the company during the past year, are prohibited from serving as independent directors. The standards for independence of independent directors of our company meet the requirements of Articles 382 and Article 54-8 of the Commercial Act, and Article 22-2 of the Articles of Incorporation of the Company.
Operations of the Board of Directors
- Regular Board Meetings: Meetings are held once every quarter as a general rule.
- Special Board Meetings: Meetings are held as needed.
Main Matters Considered
Shareholders Meetings and Proposals
- Convening general meetings of shareholders
- Approval of operating reports and financial statements
- Changes to the Articles of Incorporation
- Appointment and dismissal of directors
- Matters relating to the Company’s dissolution, mergers and acquisitions, and transfer of the entire business or key parts of the business, as well as transfer of the entire business or key parts of the business of another company that can have significant implications for the Company
- Directors’ compensation, etc.
- Decisions regarding basic management policies of the Company, and amendments to such
- Approval of management plans and of quarterly and semi-annual reports
- Matters concerning issuance of shares(- Decisions regarding issuance of new shares, Issuance of convertible bonds and bonds with subscription rights)
- Acquisition, disposal and retirement of treasury stock
- Approval of internal transactions
- Matters involving other key corporations and pertaining to investment/disposal, furnishing of collateral/debt guarantees, credit agreements, etc.
Matters Concerning Directors, Board of Directors, Committees
- Approval of directors’ involvement in competitive businesses, of concurrent service for another business in the same industry, and of transactions between a director and the Company
- Appointment of the chairperson of the Board of Directors
- Appointment of the CEO of the Company and joint representatives
- Establishment of committees, appointment and dismissal of committee members
- Establishment and dismissal of other operating rules for the Board and committees
- Matters set forth in the law or the Articles of Incorporation
- Matters delegated by the meeting of shareholders and matters deemed necessary by the CEO
Responsibilities and Obligations
Fiduciary Duty of Directors
Duty in Good Faith
Prohibition of Directors’ Involvement in Managing Competitive Businesses
In accordance with internal regulations and with approval from the Board or the appropriate committee, the Company provides directors with liability insurance.
Scope of indemnification : The insurance covers the damages to shareholders and other stakeholders arising from a director’s violation of his or her duty of care as a fiduciary and of his or her duty in good faith.
Efforts to Support Independent Directors
In accordance with relevant regulations, independent directors, who play an integral role in maintaining the independence of the Board of Directors, may receive the assistance of external specialists in making important decisions. To this end, the Company has made it a policy to provide external support to the greatest extent possible, such as providing the services of legal or accounting advisers, upon request by independent directors.
In order to provide opportunities for independent directors to exchange opinions and suggestions on matters of overall management of the Company, meetings of independent directors without members of management present are held regularly (at each quarterly meeting of the Board) or when needed.
The Company does not hesitate to provide all the support necessary for independent directors to actively and independently serve the Company. The Company supports regular educational or training efforts such as visits to domestic and international management sites and reports on the status of operations.