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Related Party Transaction Committee homeCORPORATE GOVERNANCE

Related Party Transaction Committee was established to improve corporate transparency by enhancing internal control over related party transactions, raising efficiency of supervision for unfair support, and reviewing large related party transactions that exceed a certain amount.

Composition

The Related Party Transactions Committee shall comprise more than three independent directors. more than two thirds of whom shall be independent directors. The chair of the committee will be appointed among committee members by committee resolution, while the appointment or dismissal of any committee member shall require a board resolution, provided that the resolution for the dismissal receives more than two thirds support from board members.

  • Currently, the committee consists of three independent directors and the chair of the committee is independent director Dal Joong Chang.
Related Party Transactions Committee members
Related Party Transactions Committee members
Dal Joong Chang(Chair) Jea Choul Kwon Chang Hyun Yun

Operation

The committee shall hold meetings as often as needed, when there are matters that need to be deliberated or decided by the committee.

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

Responsibilities

  • Authority to approve related party transactions
  • Authority to receive reports on related party transactions : The committee may receive status reports on related party transactions between the company and its affiliates.
  • Authority to order investigations on related party transactions: The committee may at any time order its aide to investigate detail documents of related party transactions.
  • Authority to recommend corrective measures for unfair related party transactions: The committee may recommend to the board corrective measures for related party transactions that severely violate laws or company regulations.

Committee Activities

Committee Activities
Event date Agendas Approved Attendance
2019. 02. 27 1. Amendment of Restatement of Sale and Purchase Agreement (“Amended SPA”) for Norte Ⅱ in Mexico Approved 3/3
Committee Activities
Event date Agendas Approved Attendance
2018. 12. 13 1. Approval of Large-scale Internal Transactions Approved 3/3
2. Contribution to Pension Plan Approved
2018. 10. 24 1. Approval of Execution of External Donations Approved 3/3
2018. 06. 25 1. Amendment and Restatement of Sale and Purchase Agreement ('SPA') for Norte II in Mexico Approved 3/3
2018. 04. 25 1. Approval of capital increase for Engineering & Construction Group overseas subsidiaries (Saudi/UK) Approved 3/3
2. Approval of the contribution to the employee welfare fund for the Engineering and Construction Group Approved
2018. 02. 28 1. Approval of signing the rental contracts of the Engineering & Construction Group Pangyo office Approved 3/3
2. Approval of a major internal transaction Approved
Committee Activities
Event date Agendas Approved Attendance
2017. 12. 28 1. Measure to approve a large internal transaction Approved 3/3
2. Measure to enroll in a retirement pension plan Approved
3. Measure to execute financial donations Approved
2017. 10. 27 1. Measure to sell a Giheung technology center building Approved 3/3
2. Measure to sign rental contracts for the Engineering & Construction Group office Approved
Committee Activities
Event date Agendas Approved Attendance
2016. 12. 14 1. Measure to approve a large internal transaction Approved 3/3
2. Measure to enroll in a retirement pension plan Approved
2016. 10. 26 2. Measure to sell off a stake of the Seocho dormitory building Approved 3/3
2016. 04. 27 1. Measure to sign rental contracts on Jamsil Hyankun Tower Approved 3/3
2016. 02. 17 1. Measure to approve a large internal transaction Approved 2/3
1. Measure to approve a large-scale internal trading case for Samsung Card Approved
2. Measure to transfer business of Colombo Korea Approved
3. Measure to contract the selling of the Hannamdong building Approved
Committee Activities
Event date Agendas Approved Attendance
2015. 12. 10 1. Measure to authorize a large internal transaction Approved 3/3
2. Measure to enroll in a retirement pension plan Approved
3. Measure to sign the rental contract of Samsung Main building in Taepyeongno Approved
4. Agenda in relation to signing contract to use trademarks Approved
2015. 11. 25 1. Measure to receive remaining balance in relation to Samsung Motors Approved 3/3
2015. 10. 28 1. Measure to appoint the internal trading committee chair Approved 3/3
2. Measure to approve transaction limits with specially interested persons Approved
3. Measure to purchase a stake in Samsung Venture Investment Approved

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