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Activity details & Compensation homeCORPORATE GOVERNANCE

Overview Articles of Incorporation Code of Ethics External Auditor

Committee Activities

* Attendance is the number of attendees out of all external board members
Committee Activities
Event date Agendas Approved Attendance
2021. 62. 3 1. Sale of the Equity Shares in Hanwha General Chemical Approved 5/5
2021. 04. 28 1. Approval of the 1Q financial statements Approved 5/5
2. Provision of Payment Guarantee of Expenses for the Housing Rebuilding Pro Approved
3. Approval of External Donations : C&T Junior Academy Approved
4. Approval of External Donations : Construction Industry Foundation for Social Responsibility Approved
5. Report on Shareholder Advocates' Activities -
2021. 03. 19 1. Appointment of Representative Directors Approved 5/5
2. Commission of Duties and Positions of Directors Approved
3. Approval of Ceiling Amount of Compensation for Directors Approved
4. Appointment of a Member of the Samsung Compliance Committee Approved
2021. 02. 17 1. Operational status of the Internal Controls over Financial Reporting in 2020 - 5/5
2. Report on the Audit Committee Results -
3. Convocation of the 57th Annual General Meeting of Shareholders and Decision on the agenda Approved
4. Revision of the Samsung Compliance Committee agreement & operating regulations Approved
5. Plans for Health and Safety Management in 2021 Approved
6. Transactions between the company and directors, etc. Approved
2021. 01. 27 1. Approval of Business Report and 57th Financial Statements Approved 5/5
2. Result of CCO’s Compliance activities in 2020 -
Committee Activities
Event date Agendas Approved Attendance
2020. 11. 27 1. Approval of transaction limits with specially related persons Approved 5/5
2. Approval of extenal donations Approved
2020. 10. 27 1. Approval of 3rd quarter financial statement Approved 5/5
2. Resort, Approval of transaction with Samsung Welstory Approved
3. Corporate bond issuance & Bond purchase agreement with specially related party Approved
4. Approval of external donations (Samsung Life Public Welfare Foundation) Approved
5. Report on the future direction of the coal project -
6. Report on the activities of the shareholder advocate -
7. Report on the result of compliance validity assessment 2020 -
2020. 07. 21 1. Approval of the 2nd quarter financial statements Approved 5/5
2. Approval of extenal donations Approved
3. Shareholder Advocate activity report -
2020. 06. 11 1. The appointment of committee member for Samsung Compliance Committee Approved 4/5
2020. 04. 22 1. Approval of the 1st Quarter Financial Statements Approved 5/5
2. Approval of Execution of Ceiling on Directors Remuneration Approved
2020. 03. 20 1. Commission of Duties of Directors and Appointment to Board Committees Approved 4/5
2020. 02. 26 1. Convocation of the 56th Annual General Meeting of Shareholders and Decision on the Agenda Approved 5/5
2. Introduction of electronic voting system Approved
3. Approval of the Shareholder Return Policy Approved
4. Change of Headquarters Registration Approved
5. Approval of 2020 External Donations Approved
6. Resignation and Appointment of Chief Compliance Officer Approved
7. Operational status of the Internal Controls over Financial Reporting in 2019 -
8. Result of the Audit Committee Meeting -
2020. 01. 22 1. Approval of the 56th Annual Report and Financial Statements Approved 5/5
2. Approval of 2020 Management Goals Approved
3. Approval of Samsung Compliance Committee Agreement & Regulations Approved
4. Revision of Regulations Approved
5. Report on the Shareholder Advocate’s Activities -
6. Result of Compliance Support Activities and Audits during 2019 -
Committee Activities
Event date Agendas Approved Attendance
2019. 11. 18 1. Bidding & Debt Guarantee for Guui Mixed Use Development Project Approved 5/5
2019. 10. 23 1. Approval of the 3rd quarter financial statements Approved -
2. Approval of Transactions with Samsung Welstory Approved
3. Approval of Transactions with Specially-Related-Persons Approved
4. Approval of External Donations Approved
5. Report on the Shareholder Advocate’s Activities -
2019. 07. 24 1. Approval of the 2nd quarter financial statements Approved 5/5
2. Report on the Results of the Governance Committee
　1) Report on Shareholder Advocate’s Activities
　2) Report on Evaluation Model for Board and Committees 		-
3. Result of compliance support activities and audits 1H 2019 -
2019. 04. 24 1. Approval of the 1st quarter financial statements Approved 5/5
2. Report on the Activities of the Shareholder Advocate -
2019. 03. 22 1. Approval of Execution of Ceiling on Directors Remuneration Approved 5/5
2. Approval of Amendment of Audit Committee Regulations Approved
2019. 02. 27 1. Convocation of the 55th Annual General Meeting of Shareholders and Decision on the Agenda Approved 5/5
2. Amendment of Internal Accounting Control System Regulations Approved
3. Operational Status Report of the 2018 Internal Accounting Control System -
4. Report on the Audit Committee Results -
5. Report on the Business Plans for 2019 -
6. Operation Plans for the Social Contribution Office -
2019. 01. 23 1. Approval of the 55th Anuual Report and Financial Statements Approved 5/5
2. Property Lease Contract with Key Shareholder Approved
3. Approval of Construction Management Service Contract Approved
4. Disbursement of Donation to an External Organization Approved
5. Report on the Activities of the Shareholder Advocate -
6. Report on the Compliance Activities and Results of 2018 -
Committee Activities
Event date Agendas Approved Attendance
2018. 12. 19 1. Approval of Transactions with Samsung Welstory Approved 5/5
2. Approval of Limit on Transaction Volume with 'Specially Related Persons' Approved
2018. 10. 24 1. Approval of the Financial Statements for the 3rd Quarter of 2018 Approved 5/5
2. Property Lease Contract Approved
3. Property Lease Contract Approved
2018. 09. 19 1. Donation to Construction Industry Foundation for Social Responsibility (CIFSR). Approved 5/5
2. Property Lease Contract Approved
3. Appointment of External Experts for the Governance Committee. Approved
2018. 07. 25 1. Approval of the Financial Statements for the 2nd Quarter of 2018 Approved 5/5
2. Appointment of Chief Compliance Officer Approved
2018. 05. 16 1. Approval of Equity Investment under the Financial Agreement and Contract Execution for Gangneung Ahnin CFPP Approved 5/5
2018. 04. 25 1. Approval of the 2018 1st quarter financial statements Approved 5/5
2. Revision of committee Regulations Approved
2018. 03. 22 1. Measure to appoint representative directors Approved 5/5
2. Measure to commission duties of directors and appoint members of the board's internal committees Approved
3. Approval of ceiling amount of compensation for directors Approved
2018. 02. 28 1. Measure to decide holding of the 54th regularly scheduled general shareholders meeting and establish goals Approved 5/5
2018. 02. 01 1. Measure to approve construction managment service contract for E&C Approved 4/5
2. Measure to approve the 54th business report and financial statements Approved
2018. 01. 08 1. Measure to approve dividend policy Approved 5/5
Committee Activities
Event date Agendas Approved Attendance
2017. 12. 20 1. Measure to approve transaction limits with specially interested persons Approved 4/5
2. Measure to approve a transaction with Samsung Welstory Approved
2017. 10. 25 1. Measure to approve the 3Q 2017 financial statements Approved 5/5
2017. 09. 20 1 Measure to issue corporate bonds and approve underwriting bonds with specially interested persons Approved 4/5
2017. 07. 26 1. Measure to approve the 2Q 2017 financial statements Approved 4/5
2017. 04. 26 1. Measure to approve the 1Q 2017 financial statements Approved 5/5
2. Measure to revise rules of the compensation committee Approved
2017. 03. 24 1. Measure to assign task to board directors Approved 5/5
2. Measure to approve payment of board of directors' remuneration Approved
2017. 03. 03 1. Measure to decide convocation of the 53rd annual general meeting of shareholders and agenda Approved 6/6
2. Measure to sign service contract for construction project management Approved
3. Measure to revise rules regarding financial donations Approved
2017. 01. 25 1. Measure to approve the 53rd business report and financial statements Approved 6/6
Committee Activities
Event date Agendas Approved Attendance
2016. 12. 14 1. Measure to approve transaction limits with specially interested persons Approved 6/6
2. Measure to approve a transaction with Samsung Welstory Approved
3. Measure to sign real estate rental contracts Approved
2016. 11. 22 1. Measure to approve extension of credit line guarantees and HQ guarantees on Qurayyah project Approved 5/6
2016. 10. 26 1. Measure to approve the 3Q 2016 financial statements Approved 6/6
2. Measure to sell a stake in Cheil Worldwide Approved
2016. 09. 28 1 Measure to issue corporate bonds and approve underwriting bonds with specially interested persons Approved 6/6
2. Measure to revise operational rules of the board of directors and the executive committee Approved
2016. 09. 09 1. Measure to sign rental contracts of the Seocho office building Approved 4/6
2016. 08. 08 1. Measure to provide HQ guarantees on UK subsidiary's construction contract Approved 6/6
2016. 07. 27 1. Measure to approve the 2Q 2016 financial statements Approved 6/6
2016. 06. 27 1. Measure to approve extension of credit line guarantees and HQ guarantees on Qurayyah project Approved 4/6
2. Measure to approve a transaction with specially interested persons Approved
3. Measure for comprehensive approval on initiation of IPO of Samsung Biologics Approved
2016. 05. 25 1. Measure to refinance debt in US onshore oil field Approved 6/6
2. Measure to issue corporate bonds Approved
2016. 04. 27 1. Measure to approve the 1Q 2016 financial statements Approved 6/6
2. Measure to purchase a stake in Samsung Biologics Approved
2016. 03. 23 1. Measure to refinance debt in US onshore oil field project Approved 6/6
2016. 03. 11 1. Measure to revise operational rules of the board of directors and the executive committee Approved 6/6
2. Measure to appoint a chairman of the board of directors Approved
3. Measure to execute board members' compensation limit Approved
4. Measure to issue corporate bonds and approve large-scale transactions with specially interested persons Approved
2016. 02. 17 1. Measure to decide holding of the 52nd regularly scheduled general shareholders meeting and establish goals Approved 5/6
2. Measure to sign construction business management service contracts Approved
3. Measure to sign real estate rental contracts Approved
2016. 02. 05 1. Measure to approve participation in capital increase by Samsung Engineering Approved 5/6
2016. 01. 28 1. Measure to approve the 52nd business report and financial statements Approved 6/6
2. Measure to approve president's assumption of additional titles Approved
3. Measure to approve comprehensive transactions between board members and the company Approved
4. Measure to revise compliance guidelines Approved
Committee Activities
Event date Agendas Approved Attendance
2015. 12. 10 1. Measure to approve a transaction with specially interested persons Approved 6/6
2. Measure to provide HQ guarantees to Samsung C&T Canada Approved
2015. 10. 28 1. Measure to approve the 3Q 2015 financial statements Approved 6/6
2. Measure to approve issuing of corporate bonds Approved
3. Measure to provide payment guarantees on the Gangdong complex development project Approved
4. Measure to provide payment guarantees to Malaysia's KL118 project's joint venture Approved
2015. 10. 14 1. Measure to appoint additional external experts for the governance committee Approved 6/6
2015. 10. 02 1. Measure to appoint external experts for the governance committee Approved 6/6
2015. 09. 02 1. Measure to appoint the president Approved 6/6
2. Measure to commission board member tasks and appoint committee members within the board of directors Approved
3. Measure to appoint compliance assistant officers Approved
4. Measure to approve a raise of board of directors' remuneration Approved
5. Measure to revise rules on the board of directors and committees within the board of directors Approved
6. Measure to establish the governance committee/CSR committee Approved
7. Measure to approve transaction limits with specially interested persons Approved

Attendance rate

Attendance rate
  2016 2017 2018
Number of meetings 15 8 10
Attendance rate 92% 92% 98%

Support for the activities of independent directors

Independent directors have to make their own independent decisions as they determine key management policies, and oversee and support management as a member of the board, therefore the company continuously provides support.

  • Provide information and explanation for agenda items that will be addressed prior to the board meeting
  • If required by the Independent Director provide access to employee or external expert
  • Provide orientation when new independent director joins board
  • Arrange site visits in Korea and abroad to improve understanding about company business

Board evaluation

The Governance Committee conducts an in-depth analysis and evaluation of the board and committees annual operations, and activities of directors.

  • Evaluation criteria: Compliance with board guidelines and relevant laws, compliance with director duties, attendance rate for board meetings and committee meetings. Attendance rate for each director is shared at board meeting, and evaluation result is used as reference for activities next year.

Compensation for directors

Management decisions and actions are fairly evaluated and the results are reflected in their compensation. The compensation committee decides the ceiling and pay system for directors and the ceiling is approved at the general meeting of shareholders.

Director compensation is divided into salary and bonus, and bonus consists of target/performance incentive and long term performance incentive.

Compensation for independent directors

The company does not pay compensation to Independent Directors other than basic salary and travel expense for business trips.

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