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Activity details & Compensation homeCORPORATE GOVERNANCE
Committee Activities
* Attendance is the number of attendees out of all external board members| 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 | - |
| 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 | - |
| 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 |
| 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 |
| 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 |
| 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
| 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.