|Election of Directors and Terms of Office||Directors are elected by shareholders at a general meeting of shareholders. Candidates for inside directors are nominated by the Board of Directors, while candidates for outside directors are nominated by the Outside Director Nomination Committee. The total number of directors shall be greater than three and no more than nine. In the case of electing two or more directors, the cumulative voting system prescribed in Article 382-2 of the Commercial Act is not applied. The term of office is three years, and a director may be re-elected at a shareholders’ meeting.|
|Election of Chairperson||The chairperson of the Board of Directors is elected from among the directors following a resolution of the Board. Currently, outside director Kim Yongkyun is serving as chairperson.|
|Board Expertise and Diversity||The Company does not set restrictions pertaining to race, sex, region of origin, or area of expertise when considering Board members. It actively considers individuals who can participate in the Board with new and diverse perspectives. In particular, for outside directors, the Company seeks candidates who meet the qualifications set forth by relevant laws and regulations, and have expertise or experience in areas such as management, economics, accounting, law or relevant technologies.|
|Independence of Outside Directors||The ‘independence’ of outside directors is evaluated in accordance with Article 382 and Article 542-8 of the Commercial Act, and with Article 22-2 of the Articles of Incorporation of the Company. If a requirement is not met, a determination of no ‘independence’ is made. In particular, ①Individuals who engage in company business, ②Individuals who have key interests(including personal services contract) with the company, the CEO, 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.|
Operations of the Board of Directors
|Board Meetings||The chairperson calls the meeting of the Board of Directors and must notify each director of the meeting date at least 12 hours before the time of meeting. A director may request the chairperson convene a meeting of the Board by submitting the agenda and objectives if he or she has determined that there are justifiable reasons for business purposes. If the chairperson refuses to convene the Board without just cause, the director who raised the subject matter may himself or herself call a meeting of the Board.|
|Board Resolution||A resolution of the Board of Directors shall be made when a majority of the directors are in attendance and by a majority vote of the directors in attendance. However, to the extent permitted by relevant laws and ordinances, it is possible to conduct a meeting by means of telecommunication. In order to conduct a fair evaluation and engage in a rational decision-making process, directors with special interests in the subject matters being reviewed are prohibited from exercising their voting rights and are not included in the number of voting rights of the directors in attendance.|
Main Matters Considered
|Shareholders Meetings and Proposals||
|Matters Concerning Directors, Board of Directors, Committees||
Responsibilities and Obligations
|Fiduciary Duty of Directors||Directors have a duty of care in making decisions as corporate fiduciaries.|
|Duty in Good Faith||Directors must perform their duties faithfully for the Company in accordance with the provisions of the law and the Articles of Incorporation.|
|Prohibition of Directors’ Involvement in Managing Competitive Businesses||Unless approved by the Board or by a committee set by the Board, directors may not engage in operating businesses that are in the same industry as the Company.|
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
In accordance with relevant regulations, outside 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 outside directors
In order to provide opportunities for outside directors to exchange opinions and suggestions on matters of overall management of the Company, meetings of outside 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 outside 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.