지배구조
이사회 활동내역
2023년
| 개최일자 | 의안내용 | 가결여부 | 참석현황 |
|---|---|---|---|
| 2023-10-25 | 1. Approval of the Q3 Financial Statements | Approved | 5/5 |
| 2. Creation of Venture Investment Fund | Approved | ||
| 3. Approval of Transaction Limit with Specially Related Persons | Approved | ||
| 4. Approval of Transanction with Samsung Welstory | Approved | ||
| 5. Approval of Transactions within Company | Approved | ||
| 6. Enactment of Regulations on the Authority & Responsibility of the CSO | Approved | ||
| 7. Revision of the ESG Committee Regulations | Approved | ||
| 8. 3Q23 Shareholder Advocate Activity | - | ||
| 9. Top Management (CEO) Candidate | - | ||
| 2023-09-25 | 1. Provision of Payment Guarantee of Expenses for the Housing Rebuilding PJT | Approved | 5/5 |
| 2. Creation of Venture Investment Fund | Approved | ||
| 2023-07-26 | 1. Approval of the Q2 Financial Statements | Approved | 5/5 |
| 2. Disposal of Stakes in U.S. Parallel Petroleum (Oil Field) | Approved | ||
| 2023-05-12 | 1. Tender for Baekhyun MICE Complex Development PJT | Approved | 5/5 |
| 2023-04-26 | 1. Approval of the Q1 Financial Statements | Approved | 5/5 |
| 2. External Donations | Approved | ||
| 2023-03-17 | 1. Appointment of a Representative Director (CEO) | Approved | 5/5 |
| 2. Appointment of the Board Chair, Commission of Positions & Duties of Directors | Approved | ||
| 3. Approval of Execution of the Ceiling on Directors Compensation | Approved | ||
| 4. Appointment of a Member of the Samsung Compliance Committee | Approved | ||
| 2023-02-28 | 1. Review on addition of the 59th AGM agenda item | Approved | 5/5 |
| 2023-02-15 | 1. Operational status of the Internal Controls over Financial Reporting in 2022 | - | 5/5 |
| 2. Report on the Audit Committee Results | - | ||
| 3. Convocation of the 59th AGM and Decision on the agenda items | Approved | ||
| 4. Phase 3 Shareholder Return Policy | Approved | ||
| 5. Appointment of Chief Compliance Officer | Approved | ||
| 6. Results of CCO's Compliance Activities in 2022 | - | ||
| 7. 2023 Management Plan | - | ||
| 2023-02-01 | 1. The 59th Business Report & Financial Statements | Approved | 5/5 |
| 2. Cancellation of Treasury Shares | Approved | ||
| 3. 2023 Health and Safety Management Plan | Approved |
| 개최일자 | 의안내용 | 가결여부 | 참석현황 |
|---|---|---|---|
| 2022-10-26 | 1. Approval of the 3rd Quarter Financial Statements | Approved | 4/5 |
| 2. E&C, Tender for a House Reconstruction Project | Approved | ||
| 3. Plan for Net-Zero Declaration | Approved | ||
| 4. Approval of External Donations | Approved | ||
| 5. Approval of Transaction Limit with Specially Related Persons | Approved | ||
| 6. Approval of Transactions with Samsung Welstory | Approved | ||
| 7. Approval of Transactions within Company (e.g. Directors) | Approved | ||
| 8. Report on Shareholder Advocates' Activities | - | ||
| 9. Result of Compliance Validity Assessment | - | ||
| 10. Report on Top Management (CEO) Candidates | - | ||
| 2022-07-27 | 1. Approval of the 2nd quarter financial statements | Approved | 5/5 |
| 2. Revision of the Samsung Compliance Committee regulations on installation and operation | Approved | ||
| 2022-04-27 | 1. Approval of the 1st quarter financial statements | Approved | 5/5 |
| 2. Revision of the Committee Regulations | Approved | ||
| 3. Commission of Duties of Directors | Approved(Modified) | ||
| 4. External Donations | Approved | ||
| 5. Report on Shareholder Advocates’ Activities | - | ||
| 2022-03-18 | 1. Capital Increase of Samsung Biologics | Approved | 4/5 |
| 2. Execution of Director Compensation Ceiling | Approved | ||
| 2022-02-16 | 1. Operational status of the Internal Controls over Financial Reporting in 2021 | - | 5/5 |
| 2. Report on the Audit Committee Results | - | ||
| 3. Convocation of the 58th AGM and Decision on the agenda items | Approved | ||
| 4. Revision of Internal Accounting Control Regulation | Approved | ||
| 5. Corporate Bond Issuance & Bond Purchase Agreement with Specially Related Party | Approved | ||
| 6. 2022 External Donation and Plan for CSR 2.0 | Approved | ||
| 2022-01-26 | 1. Approval of the 58th Business Report & Financial Statements | Approved | 5/5 |
| 2. Safety/Health Management Plan for 2022 | Approved | ||
| 3. Appointment of Samsung Compliance Committee Member | Approved | ||
| 4. 2022 Management Plans | - | ||
| 5. Compliance Activities and Inspection Result for 2021 | - |
| 개최일자 | 의안내용 | 가결여부 | 참석현황 |
|---|---|---|---|
| 2021-12-22 | 1. Appointment of New Chairman of Samsung Compliance Committee | Approved | 4/5 |
| 2021-10-27 | 1. Approval of the 3rd Quarter Financial Statements | Approved | 5/5 |
| 2. Approval of Transaction with Samsung Welstory | Approved | ||
| 3. Approval of Transaction Limit with Specially Related Persons | Approved | ||
| 4. Approval of Transactions within Company (e.g. Directors) | Approved | ||
| 5. Report on Shareholder Advocates’ Activities | - | ||
| 6. Result of Compliance Validity Assessment | - | ||
| 2021-07-28 | 1. Approval of the 2nd Quarter Financial Statements | Approved | 5/5 |
| 2. Creation of Venture Investment Funds | Approved | ||
| 3. Report on Shareholder Advocates’ Activities | - | ||
| 2021-06-23 | 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 | - |
| 개최일자 | 의안내용 | 가결여부 | 참석현황 |
|---|---|---|---|
| 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 | - |
| 개최일자 | 의안내용 | 가결여부 | 참석현황 |
|---|---|---|---|
| 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 Comm | - | ||
| 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 | - |
| 개최일자 | 의안내용 | 가결여부 | 참석현황 |
|---|---|---|---|
| 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 |
| 2018-05-16 | 1. Approval of Equity Investment under the Financial Agreement and Contract Execution for Gangneung Ahnin CFPP | Approved | 5/5 |
| 2018-04-26 | 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 |
| 개최일자 | 의안내용 | 가결여부 | 참석현황 |
|---|---|---|---|
| 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 |
| 개최일자 | 의안내용 | 가결여부 | 참석현황 |
|---|---|---|---|
| 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 | ||
| 2016-11-27 | 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 |
| 개최일자 | 의안내용 | 가결여부 | 참석현황 |
|---|---|---|---|
| 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 |
이사회 참석률
| 계약기간 | 2016년 | 2017년 | 2018년 |
|---|---|---|---|
| 개최 횟수 | 15 | 8 | 10 |
| 참석률 | 92% | 92% | 98% |
사외이사 활동 지원 노력
사외이사는 중요한 회사경영정책 결정에 참여하고, 이사회의 구성원으로서 경영진을 감독∙지원함에 있어 독립적인 의사결정을 할 수 있어야 하므로 회사는 이를 위해 지속적인 지원 활동을 수행하고 있습니다.
- 이사회 개최 전 이사회에 상정될 의안에 대한 정보 제공 및 설명
- 사외이사가 필요시 임직원이나 외부 전문가의 지원을 제공
- 신규 사외이사 선임시 오리엔테이션 실시
- 회사 사업에 대한 이해도 제고를 위해 국내외 사업장 방문
이사회 평가
이사회 및 각 위원회의 연간 운영내역과 이사들의 활동내역 등에 대해 심층 분석 및 평가를 수행하고, 거버넌스위원회에서 검토합니다.
주요 평가항목
이사회 규정 및 관련 법규 준수 여부, 이사의 의무 준수 여부, 이사회 및 위원회 참석률 등을 평가하며, 평가결과는 차년도 이사회 활동시 참고자료로 활용됨.
이사의 보수
경영진의 경영활동 내역은 공정하게 평가되며, 평가결과는 보수에 적정하게 반영됩니다.
이사의 보수한도, 보상체계 등에 대해서는 보상위원회에서 결의하고, 보수한도는 주주총회에서 최종적으로 승인을 받습니다.
이사의 보수는 급여와 상여금으로 구성되어 있으며, 상여금은 목표/성과인센티브 및 장기성과인센티브 등으로 구성되어 있습니다.
사외이사에 대한 보수
회사는 사외이사에게 기본 급여 및 회사 업무로 인한 국내•외 출장비 지급 등 이외에는 보수를 지급하지 아니합니다.