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Corporate Governance

We protect shareholders’ rights through transparent management.
The governance of Samsung Electro-Mechanics consists of legal and transparent procedures based on the Commercial Act and the Company’s Articles of Association. Each member of the Board of Directors contributes to the management and growth of the Company, and effectively performs monitoring/checking functions.

* You may download and view a PDF file of Articles of Association. If revised through the shareholders’ meeting because of any fair reason, it will be updated to the newest version.

Member of the board

To maximize company value Samsung Electro-Mechanics puts technology and transparent management as it’s top most priority. To fulfill this management goal, the Board is composed of 7 members with 4 | External Director Candidate Recommendation Committee.

Full time directors

이윤태 사장

Yun Tae Lee
Position : Chief Executive Officer(CEO)
Elected date : March 23, 2018
End date : March 23, 2021

허강헌 부사장

Kang Heon Hur
Position : Executive Vice President
Role : Head of Samsung Electro-Mechanics’ Corporate R&D Institute
Elected date : March 23, 2018
End date : March 23, 2021

이병준 전무

Byoung Jun Lee
Position : Senior Vice President
Role : Head of Samsung Electro-Mechanics’ Corporate Business Support Team
Elected date : March 23, 2018
End date : March 23, 2021

Outside Director

권태균 이사

Tae Kyun Kwon
  • Position : Chairperson, Outside director Audit committee member
    Internal Transaction Committee member
    Compensation Committee member
    Referral committee member of outside
    directors member
  • Elected date : March 14, 2014
  • End date : March 24, 2020

최현자 이사

Hyun Cha Choe
  • Position : Outside director,
    Audit committee member
    Internal Transaction Committee member
  • Elected date : March 14, 2014
  • End date : March 24, 2020

유지범 이사

Ji Beom Yoo
  • Position : Outside director,
    Referral committee member of outside directors member
  • Elected date : March 24, 2017
  • End date : March 24, 2020

김용균 이사

Yong Kyun Kim
  • Position: Outside director,
    Audit committee member
    Internal Transaction Committee member
    Compensation Committee member
    Referral committee member of outside directors member
  • Elected date : March 23, 2018
  • End date : March 23, 2021

Board of Directors Status

Date Agendas Result External Directiors Present Note
OCTOBER 30, 2018 1. Report of 3Q18 results and annual outlook Report Item 4(100%)  
SEPTEMBER 20, 2018 1. Construction of new automotive MLCC factory in Tianjin
2. Sale of investment assets
Approved
Approved
4(100%)  
JULY 25, 2018 1. Execution of donations
2. Report of 2Q18 results and 3Q outlook
Approved
Report Item
4(100%)  
APRIL 25, 2018 1. Matter of the 2018 fire insurance contract
2. Matter of report on 2018 1st quarter results and forecast for the 1st half of 2018
Approved
Report Item
4(100%)  
MARCH 23, 2018 1. Matter of appointing a Chairman of the Board of Directors
2. Matter of appointing a CEO and director responsibilities
3. Matter of approving director compensation
4. Matter of participating in Samsung Heavy Industries’ capital increase
Approved
Approved
Approved
Approved
4(100%)  
FEBRUARY 22, 2018 1. Matter of agenda and matters for resolution for the 45th General Shareholders’ Meeting
2. Report on the operational state of the internal accounting management system for 2017
3. Report on the evaluation of the operational state of the internal accounting management system for 2017
Approved
Report Item
Report Item
4(100%)  
JANUARY 30, 2018 1. Matter of approving the 45th Financial Statements and Business Report
2. Matter of results of legal compliance for 2017 and report on plan for 2018
3. Matter of report on 2017 results and 2018 business objectivesMatter of report on 2017 results and 2018 business objectives
Approved
Report Item
Report Item
4(100%)  
Date Agendas Result External Directiors Present Note
DECEMBER 13, 2017 1. Matter of approving 2018 limits on transactions with special interest parties Approved 4(100%)  
OCTOBER 27, 2017 1. Matter of report on 3rd quarter results and forecast for the year Report Item 4(100%)  
JULY 20, 2017 1. Matter of carrying out contributions
2. Matter of appointing a legal compliance supporter
3. Matter of report on results for 1st half of the year and forecast for 3rd quarter
Approved
Approved
Report Item
4(100%)  
APRIL 25, 2017 1. Matter of the 2017 fire insurance contract
2. Matter of running and delegating the evaluation/compensation system
3. Matter of report on 1st quarter results and forecast for the 1st half of the year
Approved
Approved
Report Item
4(100%)  
MARCH 24, 2017 1. Appointing directors and committee members
2. Approving the payment execution of directors’ wages
3. Revising the Board of Directors Regulations regarding donations
4. Appointing the Chairperson of the Board of Directors
Approved
Approved
Approved
Approved
4(100%)  
FEBRUARY 14, 2017 1. Bringing up agendas and deciding on convening of the 44th regular general meeting of shareholders
2. Operational status of the 2016 in-house accounting management system and reporting results of its evaluation
Approved
Report Item
4(100%)  
JANUARY 24, 2017 1. Approving 44th financial statement and sales report
2. Reporting annual plan and results of law abidance control in 2016
Approved
Report Item
4(100%)  
Date Agendas Result External Directiors Present Note
OCTOBER 20, 2016 1. Employee retirement pension payment
2. Approval of transaction limits with related parties in 2017
3. Participation in Samsung Heavy Industries Co., Ltd.’s paid-in capital increase
4. 3rd quarter results and annual forecast
Approved
Approved
Approved
Report Item
4  
JULY 21, 2016 1. Next-generation product development and infrastructure investment resolution
2. 1st half results and 3rd quarter forecast
Approved
Report Item
4  
APRIL 21, 2016 1. Package insurance contract for 2016
2. 1st half results and 1st quarter forecast
Approved
Report Item
4  
MARCH 11, 2016 1. Revision of the board of directors’ regulations
2. Approval of the directors’ wages
3. Appointment of directors and committee members
4. Appointment of the board of directors’ chairperson
Approved
Approved
Approved
Approved
4 Director YoungNo Kwon retired.
Director KwangYoung Chung was appointed.
FEBRUARY 18, 2016 1. Revision of the Articles of Incorporation
2. Discussion of the agenda and decision on the convening of the 43rd regular general meeting of shareholders
3. Report on the operation status of the internal accounting management system and evaluation result
Approved
Approved
Report Item
4  
JANUARY 28, 2016 1. Approval of the 43rd financial statement and sales report
2. Report on the results of the compliance activities in 2015 and the 2016 plan
3. Report of the 2015 records and 2016 goals
Approved
Report Item
Report Item
3  
Date Agendas Result External Directiors Present Note
OCTOBER 21, 2015 1. Paying pension to retired staff
2. Approving the transaction ceiling with special stakeholders in 2016
3. Reporting the records of the third quarter and future prospects
Approved
Approved
Approved
4  
JULY 23, 2015 1. Reporting the investment in the additional construction for MLCC and the new factory in the Philippines
2 Reporting the records of the first half of the year and prospects for the third quarter
Approved
Approved
4  
JULY 14, 2015 1. Deciding whether to approve or oppose the merger of Cheil Industries into Samsung C&T
2. Separating module products with low competitiveness from the company
Approved
Approved
4  
APRIL 23, 2015 1. Fire insurance contract for 2015
2. Reporting the annual plan and results of the law abidance control in 2014
3. Reporting the Q1 2015 records and prospects for the first half of the year
Approved
Report Item
Report Item
4  
MARCH 13, 2015 1. Appointing directors and members of committees
2. Approving directors' wages
Approved
Approved
4 Directors Chi-jun Choi and Gang-heon Heo retired
Yu-tae Lee and Wan-hun Hong appointed as directors
FEBRUARY 24, 2015 1. Bringing up the agenda and deciding on the convening of the 42nd regular general meeting of shareholders
2. Approving amendments to the audit committee's regulations
3. Operational state of the 2014 in-house accounting management system and reporting the results of its evaluation
Approved
Approved
Report Item
4  
JANUARY 29, 2015 1. Approving the 42nd financial statement and sales report
2. Approving own stock acquisition
3. 2014 records and 2015 goals
Approved
Approved
Report Item
4  
Date Agendas Result External Directiors Present Note
DECEMBER 15, 2014 1. Paying retirement pension to employees Approved 4
NOVEMBER 26, 2014 1. Selling Samsung General Chemicals' shares Approved 2 Directors Hyeon-ja Choi and Min-gu Han absent
APRIL 22, 2014 1. Fire insurance renewal for 2014
2. Employee retirement pension payment
3. Decision on consent/dissent to the merger of Samsung Petrochemical by Samsung General Chemicals
4. Investment assets sales
5. Takeover of Samsung Fine Chemical’s MLCC raw material line
6. 1st quarter earnings and prospect for the 1st half-year
Approved
Approved
Approved
Approved
Approved
Report Item
4  
MARCH 14, 2014 1. Director appointment and committee members appointment
2. Approval of execution of director remunerations
Approved
Report Item
4 Directors Gung-Hun Nam and Seong-Rong Kang; retired
Directors Tae-Gyun Gwon and Hyeon-Ja Choi appointed
FEBRUARY 21, 2014 1. Approval of the 41st financial statement and operation report
2. Report on the operation status of the internal accounting management system and evaluation result
3. Report of the 5th sustainability report publication plan
Approved
Report Item
Report Item
4  
JANUARY 27, 2014 1. Approval of the 41st financial statement and operation report on the 2013 earnings and 2014 objectives Approved
Report Item
4  

Business Management Structure Charter

The first chapter General Rules

Article 1 (enterprise structure basic spirit of Samsung Electro-Mechanics)

Samsung Electro-Mechanics intends world top enterprise which contribute to human society inventing the best product and service with competent person and a technology under fair and transparent business management.All we wish to establish as standard of our action and value-judgement enacting『 Samsung Electro-Mechanics corporate governance improvement constitution 』 as following by belief that can be world top enterprise respected and trusted in international community when try to one direction for new technology development and realization of top quality based on wholesome corporate governance and clean corporate culture,

The second chapter Customer

Article 2 (justice of customer)

We define everyone related Samsung Electro-Mechanics, employeeㆍcooperation companyㆍrival companyㆍstockholderㆍbuyerㆍetc... as our customer.

Article 3 (pursuit of customer satisfaction)

We make customer satisfaction as primary value, and seek common prosperity with mutual trust and respect as companion of new value creation with customer.

The third chapter Stockholder

Article 4 (stockholder's right)

Stockholder must be able to be offered necessary information suitable to exercise all of own rights and exercise with appropriate and reasonable method.
- The right of self benefit, the right to participate of profit sharing
- The right of public benefit, attending general meeting of stockholders and voting right
- The right to be offered suitable and important information by regular and easy method

Article 6 (stockholder's liability)

Stockholder recognizes importance of own voting right and exercise voting right toward direction for development and profit of enterprise. In case give damage by counteraction, stockholders must take responsibility that is suitable accordingly

Article 7 (stockholder's fair treatment)

Stockholder has 1 voting right every a common stock, and the essential right must not be infringed except special occasion and special stockholder in law. Also, stockholder should be protected from other stockholder's unfair transaction (unfair insider trading, self-dealing etc..)

Article 8 (company's liability about stockholder)

As creating stable profit through strong business management, so that can protect stockholder's investment benefit and construct mutual trust with stockholder, company respects stockholder's right to know and right request, proposal, official resolution and opens to the public actively management substance, business activity circumstance according to related laws. Also, the company does not offer information that affects management to some specified stockholders, and does not deal securities such as buying and selling of stocks using information acquired officially inside or of other companies.

The fourth chapter board of directors

Article 9 (board of directors)

Board of directors has comprehensive right as an institution which is responsible for substantial management, and decides effective managerial policy for the profit of company and stockholder and achieve function of following management decision-making and management supervision.
- Strategy and target establishment about management
- Estimation for supervison and achievement on management
- Estimation and approval for important management decision-making such as business plan, budget etc...
- Deliberation, examination, and approval of company's basic policy
- Selection and estimation, compensation of CEO
- Deliberation and decision of director such as selection of chairman of the board of directors.
- Approval for alteration of management purpose
- Important fluctuating item supervision such as main capital expenditure and merger
- Supervision, examination, approval about accounting and main business action
- Supervision of regulation observance such as statute, bylaws, moral principle regulation

Article 10 (director's qualification)

A director as a meber of board of directors who take the responsibility for company's management must equip exemplary moral principle and occupational consciousness, and professionalism and must equip reasonable judgment and driving force, wisdom, honesty and service.
Also, a director must be able to medicate enough time and speak for long-term profit of stockholder in own job achievement.

Article 11 (director's duty and responsibility)

A director should be faithful for enterprise and stockholder profit according to duty of carefulness and faithfulness of good administrator and should face in the job sincerely and should not leak information that is gotten outside or not use for individual's profit.
Also, a director is liable for damage on company in case a director violates statute or articles of association or it takes liabilities for damages on company in case there is heavy mistake or malice to a director.
For the sake of faithful and careful activity of directors, attendance of the board of directors' meeting, major career and concurrent job of each director should be made public in an appropriate way.
But, director's management judgment by proper formality and sincere and reasonable judgment should be respected and in order to secure effectiveness of responsibility inquiry about a director and recruit able person, joins to insurance of compensation for damages.

Article 12 (estimation and compensation for directors)

Business action of the management and external director, board of directors should be estimated fairly and the results are reflected reasonably and properly. Especially, the compensation of director is decided by director compensation committee within scope approved in general meeting of stockholders.

Article 13 (recommendation and selection of external directors)

External directors must be recommended fairly and for this, keeps recommendation committee of external director candidate and recommends new external director. Recommended director candidate is assigned in general meeting of stockholders. A director that equips professionalism should contribute to management and assigned director's tenure should be respected.

A person that corresponds to essential factor that decided in statute (16③ of stock exchange act 191, 5④9 of 54, the same law 6③3 of 37) can not be assigned and except, can not be assigned as external director that has following important matter.
- Former employee who 5 years are not passed since retire
- Person in special relationship with company, C.E.O. or largest stockholder
- Employee of company of which officer is external director
- Accounting firm's employee who take charge of company's audit business, person who 5 years are not passed since retire

Article 14 (Rights and duties of external directors)

External director must be able to take part in decision-making of company independently and supervise and support the management as a member who composes board of directors. For this, external director can require enough information and human·physical support to company, and the company answers faithfully to this.
Also, external director must medicate enough time for job achievement and is bound to participate board of directors and should take part in board of directors after examine related data faithfully before participation.

Article 15 (committee)

The company increases professionalism and efficiency of business achievement and solidifies independence that keeps following standing, emergency New Year committee.
-Standing committee : executive committee, committee of audit, recommendation committee of external directors candidate
-Emergency New Year committee : director compensation committee, the investment deliberation committee etc..

Committee's composition and operation are clarified to articles of association and regulation and in accordance with the regulation, compose and operates the committee. Committee's determination for mandatory item has an equal effect with board of directors, and the committee must report result to board of directors.

(The fifth chapter audit organization)

Article 16 (inside audit organization)

Audit committee is established by determination of board of directors and composed by all external directors of board of directors in order to achieve audit business sincerely in independent way from management and controlling stockholder.
Also, members of audit committee must be able to approach necessary information freely and it is necessary that they be consulted by external specialist and the company should answer faithfully on this request.
Audit committee reports item, main activity particulars and result about belonging member's career to general meeting of stockholders and CEO must publish this through annual report.

Article 17 (assignment of outside auditor)

Outside auditor should be assigned as a person who is able to audit accounting information of company fairly and effectively. Audit committee of company must assign relevant accounting firm with applying this standard and report the truth in annual meeting of shareholders.

Article 18 (responsibilities and duties of outside auditor)

Outside auditor must achieve audit business fairly in dependent way from management, company and largest shareholder so that accounting information of company could be delivered fairly and trusted.
Outside auditor has responsibility to indemnify damage which caused by own carelessness or poor audit by deliberation, and damage of information user caused from it. Also, outside auditor should identify whether there is arranged information or not among information particularly published with financial statement that was audited.

The sixth chapter accounting data processing and management watch

Article 19 (standard of accounting process)

Processing and reporting of accounting data is observed by internal accounting regulation or international accounting standards and in case of relating foreign countries, is observed by accounting regulation of each countries or international accounting standards.

Article 20 (management watch participation of the persons concerned)

Employee's management participation form and the level should be decided as a level that the company can keep and develop sound activity.
Also, the persons concerned can require information that is necessary for own right protection in accordance with related statute and the company should answer faithfully on this request within scope that permitted by statue.

Article 21 (management watch by market)

Company makes out information connected with contents of company so that is easy to know and should publish to whom it may concern such as investor, stockholder, the persons concerned quicklyㆍexactly, and cooperate so that whom it may concern use inexpensively.
Also company prepares information conveyance system with designating a person in charge of public announcement so that important information of company can be delivered to a person in charge quickly and exactly.
Company should open to stockholders immediately about issues that was decided in decision-making organization including board of directors as guidance enterprise of corporate governance, and be faithful to decision-making, making use of professional advisor on items that is expected not only profit of company but also disadvantage to the persons concerned.

The seventh chapter the persons concerned

Article 22 (right protection of the persons concerned)

The company must protect right of the persons concerned by statute and contract, and relevant stakeholder protects own rights and must possess suitable means that can be exterminated infringement of their rights.

Article 23 (right protection of creditor and employee)

The company observes protection procedure of creditor on matters which have significant influence on creditor's status such as merger, reduction of capital. Also, the company informs to relevant creditor in advance about items to influence creditor such as possibility of bond retrieve, bond order of creditor, etc...
Also, the company observes statue of labor relations including labor three laws and efforts for improvement of labor conditions.

(An additional law)
1. This regulations enforce from February 28, 2001.
2. This regulations enforce revision from February 28, 2003.