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SAMSUNG C&T

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.

Composition

The Governance Committee shall comprise three independent directors from the board, and three external experts, of two 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 Chong Ook Rhee.
Governance Committee members
Governance Committee members
Chong Ook Rhee
(Chair and shareholder advocate)
Hyun Soo Lee Chang Hyun Yun
(Shareholder Advocate)
Byung Suk Chung
(External Expert)
Ji Sang Chang
(External Expert)
Sang Seung Yi
(External Expert)
Operation

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.
Responsibilities

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 2016, eleven meetings have been held with institutional investors, analysts and corporate governance advisory by the end of 2016.

Five Korean institutional investors, three foreign institutional investors, two analysts, one corporate governance advisor

Shareholder friendly policy

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
Committee Activities

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

  • 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 -