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Governance Committee

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The governance committee established in September 2015, is an advisory organization under the board for the enhancement of shareholder value through advancement of the governance structure.


The Governance Committee shall comprise three independent directors from the board, and three external experts, of one independent directors will be appointed 'shareholder advocate'. The chair of the committee will be appointed among committee members by committee resolution, while the appointment or dismissal of any committee member requires a board resolution.

  • Currently, the committee consists of six directors(3ID, 3ED) and the chair of the committee is independent director Hyun Soo Lee.
Governance Committee members
Governance Committee members
Hyun Soo Lee
Chang Hyun Yun
(shareholder advocate)
Philippe Cochet Byung Suk Chung
(External Expert)
Ji Sang Chang
(External Expert)
Sang Seung Yi
(External Expert)

The Governance Committee shall hold meetings once every quarter, but may hold meeting as often as needed.

If necessary the committee may appoint an external expert as a committee member to perform studies

  • The convening of meetings, method of resolution, and opinion seeking and all other operation details will be determined by the Governance Committee guidelines.

Conduct a preliminary review of business issues that may severely affect shareholder value and present result to the BOD.

  • Merger, spin off, partial merger, comprehensive transfer or exchange of shares
  • Purchase of entire or significant transfer of business
  • Purchase or sale of treasury stock
  • Other management issues that have a significant impact on shareholder value

Suggest policies to enhance shareholder value.

The shareholder advocate shall listen to shareholders and report findings to governance committee and BOD.

Role of shareholder advocate

  • Responsible for communication between shareholder and BOD through individual meetings with shareholders
  • Report meaningful views and comments collected from shareholder communications to governance committee and BOD.
  • Continuously identify and develop operation policy, system and activities to protect shareholder rights and interest.

Since being appointed as the shareholder advocate in October 2015, fourteen meetings have been held with institutional investors, analysts and corporate governance advisory by the end of 2017.

Six Korean institutional investors, three foreign institutional investors, three analysts, one corporate governance advisor, one foreign governance conference

Shareholder friendly policy

[Sep. 2015] Samsung C&T will pursue the following three shareholder friendly policies

  1. Strengthen direct communication with shareholders
  2. Enhance shareholder value through shareholder return: Strive for dividend propensity of 30%
  3. Protect shareholder rights and interest and fulfill social responsibility through governance committee and CSR committee

[Jan. 2018] Samsung C&T announces 3-year dividend policy

  1. Samsung C&T Corporation established a 3-year dividend policy for FY2017~ 2019 to enhance predictability for investors and plans to make an annual payment of 2,000 won dividend per share for this period.

< FY2015∼FY2017 Dividend Status >

FY2015∼FY2017 Dividend Status - Stock, FY2015, FY2016, FY2017
Stock FY2015 FY2016 FY2017
Par Value(KRW) 100 100 100
Net Profit(Million KRW) 2,746,812 107,357 639,798
Earning Per Share(KRW) 20,636 650 3,879
Total Dividend(Million KRW) 83,893 90,786 329,938
Dividend Payout Ratio(%) 3.1 84.6 51.6
Dividend Yield Ratio(%) Common 0.4 0.4 1.6
Preferred 0.5 0.7 2.6
Dividend Per Share(KRW) Common 500 550 2,000
Preferred 550 600 2,050

* Cash Dividend

Committee Activities

* Attendance is the number of attendees out of all committee members

  • 2018
    Committee Activities
    Event date Agendas Approved Attendance
    2018. 04. 25 2. Measure to report governance committee operation plans - 6/6
    3. Report on shareholder rights advocate plans and activity results -
    2018. 03. 16 1. Report on the 2018 business plan - 5/6
    2. Report on shareholder rights advocate action plan for 2018 -
    3. Report on the 2018 operation plan for the board of directors -
    2018. 01. 08 1. Review of the dividend policy - 6/6
  • 2017
    Committee Activities
    Event date Agendas Approved Attendance
    2017. 09. 08 1. Measure to appoint an additional shareholder rights advocate Approved 5/6
    2. Report on results of 2017 ESG evaluation -
    2017. 04. 28 1. Measure to elect the governance committee chair Approved 6/6
    2. Suggestion on improving corporate governance -
  • 2016
    Committee Activities
    Event date Agendas Approved Attendance
    2016. 11. 25 1. Report on activity of shareholder rights advocate - 4/6
    2. Review on the corporate governance framework and practices for 2016 -
    2016. 10. 26 1. Deliberation on disposal of a stake in Cheil Worldwide - 4/6
    2016. 06. 20 1. Deliberation on initiation of IPO of Samsung Biologics - 6/6
    2. Report on activity of shareholder rights advocate -
    2016. 04. 15 1. Report on activity of shareholder rights advocate - 6/6
    2. Report on improving governance operations -
    3. Report on establishing Samsung C&T corporate governance charter -
    2016. 01. 22 1. Deliberation on participation in capital increase by issuing new stocks - 6/6
    2. Report on activity of shareholder rights advocate -
    3. Report on model cases of governance committees in other firms -
  • 2015
    Committee Activities
    Event date Agendas Approved Attendance
    2015. 10. 30 1. Measure to elect the committee chair Approved 6/6
    2. Measure to appoint shareholder rights advocate Approved
    3. Measure to report governance committee operations -
    4. Measure to report shareholder-friendly policy adoption -