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SAMSUNG C&T

Governance Committee

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Samsung C&T pledged to establish a governance platform to “facilitate open communication with shareholders and fulfill social responsibilities” during the Samsung C&T- Cheil Industries merger.

To deliver on this pledge, we have established. the Governance Committee.

The three main pillars of our shareholder policy:

  1. Promote direct communication with shareholders
  2. Enhance shareholder value by increasing returns (dividend propensity of 30%)
  3. Protect shareholder rights and fulfill corporate social responsibilities through the operation of the Governance Committee and the CSR Committee.

Major milestones

  • September 2, 2015 : Resolution by the Board of Directors to establish the Governance Committee and bylaws.
  • October 2, 2015 : Appointment of three external experts
  • October 30, 2015 : Election and appointment of Committee Chairman and appointment of the shareholder rights advocate
Composition

Currently, it is composed of 3 external directors and 3 external professionals, totaling 6 members. The chairman is Jong Ook Lee, an external director.

  • Independent Directors : Jong Ook Lee(chairman), Chang Hyun Yun and Hyun Soo Lee
  • External Experts : Byung Suk Chung, Ji Sang Chang, Sang Seung Yi
  • Shareholder rights advocate : Chong Ook Rhee
Responsibilities and Activities of Shareholder Advocate
  1. Facilitate communication between shareholders and the Board of Directors by attending major IR events and meeting with shareholders.
  2. Report meaningful feedback from shareholders to Governance Committee and Board of Directors
  3. Continuously identify and develop operation policies, mechanism and activities to protect the rights of shareholders
Responsibilities
  • Conduct preliminary review of “major business issues that may directly affect shareholder value” and present results to Board of Directors - Merger/spin-off, entire or significant transfer of business, and purchase/disposal of treasury shares
  • Share key company issues and suggest mid–to-long term plan to enhance competitiveness
  • Develop plans to enhance communication with the shareholders and improve shareholder rights
Operation

The Committee will meet every quarter (or as-needed), and major results shall be reported to the Board of Directors.

Committee Activities

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

  • 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 head 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 -