Corporate Governance
Board of directors
S-1’s Board of Directors decides important matters stipulated in its bylaws and Articles of Incorporation, matters which the general meeting of shareholders entrusted to the BOD, the basic management policies, and important matters concerning execution of business. The BOD will do its best for the interests of the company and shareholders.
Board of Directors
As of March 20, 2025, and the date on which the semi-annual report was submitted, the Board of Directors comprised a total of 9 directors (3 executive directors, 5 non-executive directors and 1 Non-independent director). The president and CEO is also serving as the chairman of the Board of Directors for the sake of efficiency.
<As of March 20, 2025>>
| Classification | Name | Term of office | Reappointed Y/N |
|---|---|---|---|
| Executive Director and Chairman (President & CEO) |
NAMGOONG BEOM | 2022.03.17~ | Reappointed (once) |
| Executive Director (Vice-president) |
HANAOKA TAKURO | 2024.03.21~ | - |
| Executive Director | KWON YOUNGKI | 2020.03.19~ | Reappointed (once) |
| Non-executive Director | LEE JAE HOON | 2021.03.18~ | Reappointed (once) |
| Non-executive Director | LEE MAN WOO | 2022.03.17~ | Reappointed (once) |
| Non-executive Director | LIM JI WON | 2024.03.21~ | - |
| Non-executive Director | HAN SEUNG HEE | 2024.03.21~ | - |
| Non-executive Director | NONAKA TAKAHIRO | 2024.03.21~ | - |
| Non-independent | MATSUI HIROMITSI | 2025.03.20~ | - |
Election and Term
We are selecting director candidates through the Board of Directors, and appointing directors with the approval of the general meeting of shareholders.
Our Board of Directors is comprised of all the directors. The chairman of the Board of Directors will be appointed by a resolution, and the president and CEO will serve as its chairman.
The term of office of the directors and independent directors is three years. If the term of office expires before a general meeting of shareholders, it may be extended until the conclusion of the general meeting. Also, the term of office of a director, who was appointed in a by-election to fill a vacancy left by a director who retired before expiration of his/her term of office, will be until the end of the retired director’s term of office.
Type of Board meetings
The board meetings are divided into regular meetings held four times annually (January, April, July, October), and extraordinary meetings, which can be held whenever necessary in addition to those meetings prescribed in S-1’s Articles of Incorporation, Board of Directors regulations and bylaws.
Resolutions
The Board of Directors’ resolution requires the attendance of more than 2/3rds of all directors and a simple majority vote of all directors in favor. The voting rights of directors with special interests in the Board of Directors’ resolution will be restricted and are not included in the number of votes.
Board Activities
| Meeting No. | Date | Agenda | Approved |
|---|---|---|---|
| 1 | 2023.01.31 | ① Approval of financial statements (separate and consolidated) & business report of the 46th period | Approved |
| ② Approval of a transfer of the overseas branch | Approved | ||
| ③ Approval of establishment of the plan on safety and health for 2023 | Approved | ||
| ④ Approval of extenal donations | Approved | ||
| ※ Reported Item ① Compliance education, inspection, and evaluation activities |
- | ||
| 2 | 2023.02.14 | ① Approval of the convocation and agenda items of the general meeting of shareholders of 46th period | Approved |
|
※ Reported Item ① Report on operation status of Internal Controls over Financial Reporting ② Report on the results of assessing status of the Internal Controls over Financial Reporting |
- | ||
| 3 | 2023.03.16 | ① Approval of an appointment of CEO | Approved |
| ② Approval of determination of the remuneration for individual directors and delegation of execution | Approved | ||
| ③ Approval of appointments of committee members in board | Approved | ||
| 4 | 2023.04.28 |
※ Reported Item ① Business performance of the 1st quarter of 2023 |
- |
| 5 | 2023.07.28 | ① Approval of extenal donations(Samsung SW Academy For Youth) | Approved |
|
※ Reported Item ① Business performance of the first half of 2023 |
- | ||
| 6 | 2023.10.27 | ① Approval of regulations on the authority and responsibility of the Chief Safety and Health Officer | Approved |
|
※ Reported Item ① Business performance of the 3rd quarter of 2023 |
- | ||
| 7 | 2023.11.24 | ① Approval of transaction limit with major shareholders | Approved |
| ② Approval of revising Related Party Transaction Committee regulations | Approved | ||
| ③ Approval of commodity and service transactions with affiliate company | Approved | ||
| ④ Approval of retirement pension transactions with affiliate company | Approved | ||
| ⑤ Approval of extenal donations | Approved |
| Meeting No. | Date | Agenda | Approved |
|---|---|---|---|
| 1 | 2022.01.28 | Approval of financial statements (separate and consolidated) & business report of the 45th period | Approved |
| Approval of establishment of the plan on safety and health for 2022 | Approved | ||
| ※ Reported Item Compliance education, inspection, and evaluation activities |
- | ||
| 2 | 2022.02.24 | Approval of the convocation and agenda items of the general meeting of shareholders of 45th period | Approved |
| ※ Reported Item Report on operation status of Internal Controls over Financial Reporting Report on the results of assessing status of the Internal Controls over Financial Reporting |
- | ||
| 3 | 2022.03.17 | Approval of an appointment of chairman of the Board of Directors | Approved |
| Approval of an appointment of CEO | Approved | ||
| Approval of determination of the remuneration for individual directors and delegation of execution | Approved | ||
| Approval of the installation of an ESG committee and regulations and appointments of committee members | Approved | ||
| Approval of appointments of committee members in board | Approved | ||
| 4 | 2022.04.28 | Approval of a renewal of the contract for technical support | Approved |
| Approval of changes in commodity and service transactions with affiliate company | Approved | ||
| Approval of amendments to regulations for internal transaction committee | Approved | ||
| Approval of amendments to regulations for Internal Controls over Financial Reporting | Approved | ||
| Approval of a transfer of the overseas branch | Approved | ||
| ※ Reported Item Business performance of the 1st quarter of 2022 |
- | ||
| 5 | 2022.07.28 | Approval of retirement pension payment with affiliate company | Approved |
| Approval of extenal donations(Samsung SW Academy For Youth) | Approved | ||
| ※ Reported Item Business performance of the first half of 2022 |
- | ||
| 6 | 2022.10.28 | Approval of changing commodity and service transactions with affiliate company | Approved |
| Approval of transaction limit with major shareholders | Approved | ||
| Approval of retirement pension payment with affiliate company | Approved | ||
| Approval of special membership fee payment to Seoul Chamber of Commerce and Industry | Approved | ||
| ※ Reported Item Business performance of the 3rd quarter of 2022 |
- | ||
| 7 | 2022.11.22 | Approval of changes in real estate lease transactions with affiliate company | Approved |
| Meeting No. | Date | Agenda | Approved |
|---|---|---|---|
| 1 | 2021.01.27 | Approval of the financial statements (separate and consolidated) & the business report of the 44th period | Approved |
| ※ Reported Item Compliance education, inspection, and evaluation activities |
- | ||
| 2 | 2021.02.24 | Holding of the 44th general meeting of shareholders | Approved |
| Introduction of electronic voting system | Approved | ||
| Plans for Health and Safety Management in 2021 | Approved | ||
| ※ Reported Item Operational status of the Internal Controls over Financial Reporting Operational status evaluation of the Internal Controls over Financial Reporting |
- | ||
| 3 | 2021.03.18 | Determination of the remuneration for directors and delegation of execution | Approved |
| Appointment of committee members within the Board of Directors | Approved | ||
| 4 | 2021.04.28 | Appointment of compliance officer | Approved |
| ※ Reported Item Business performance of the 1st quarter of 2020 |
- | ||
| 5 | 2021.07.29 | Approval of changing commodity and service transactions with affiliate company | Approved |
| Approval of relocation of SBSS | Approved | ||
| Approval of extenal donations(Samsung Life Public Welfare Foundation) | Approved | ||
| Approval of extenal donations(Samsung SW Academy For Youth) | Approved | ||
| ※ Reported Item Business performance of the first half of 2021 Compliance education and inspection activities Promotiom of ESG management |
- | ||
| 6 | 2021.10.29 | Approval of changing commodity and service transactions with affiliate company | Approved |
| Approval of commodity and service transactions with affiliate company | Approved | ||
| Approval of transaction limit with major shareholders | Approved | ||
| Approval of retirement pension transactions with affiliate company | Approved | ||
| ※ Reported Item Business performance of the 3rd quarter of 2021 |
- |
| Meeting No. | Date | Agenda | Approved |
|---|---|---|---|
| 1 | 2020.01.31 | Approval of the annual business report of the 43rd period | Approved |
| Approval of the financial statements (separate and consolidated) of the 43rd period | Approved | ||
| Approval of changing commodity and service transactions with affiliate company | Approved | ||
| Approval of revising Compensation Committee regulations | Approved | ||
| Approval of liquidation of overseas subsidiaries | Approved | ||
| ※ Reported Item CEO and internal accounting controller’s internal accounting control system operating status Compliance education, inspection, and evaluation activities |
- | ||
| 2 | 2020.02.17 | Holding of the 43rd general meeting of shareholders | Approved |
| ※ Reported Item Auditors’ evaluation report |
- | ||
| 3 | 2020.02.27 | Changing the venue of the 43rd regular general meeting of shareholders | Approved |
| 4 | 2020.03.19 | Appointment of the chairman of the Board of Directors | Approved |
| Appointment of the CEO | Approved | ||
| Determination of the remuneration for individual directors and delegation of execution | Approved | ||
| Revision of the Management Committee regulations | Approved | ||
| Appointment of committee members within the Board of Directors | Approved | ||
| 5 | 2020.04.24 | Revision of the Board of Directors regulations | Approved |
| ※ Reported Item Business performance of the 1st quarter of 2020 |
- | ||
| 6 | 2020.07.28 | Approval of changing commodity and service transactions with affiliate company | Approved |
| ※ Reported Item Compliance education and inspection activities Business performance of the first half of 2020 |
- | ||
| 7 | 2020.10.12 | Approval of insurance transactions with affiliate company | Approved |
| 8 | 2020.10.23 | Approval of extenal donations | Approved |
| Approval of changing commodity and service transactions with affiliate company | Approved | ||
| Approval of commodity and service transactions with affiliate company | Approved | ||
| Approval of retirement pension transactions with affiliate company | Approved | ||
| ※ Reported Item Business performance of the 3rd quarter of 2020 |
- | ||
| 9 | 2020.11.20 | Approval of extenal donations | Approved |
| Meeting No. | Date | Agenda | Approved |
|---|---|---|---|
| 1 | 2019.01.28 | Approval of the annual business report of the 42nd period | Approved |
| Approval of the financial statements (separate and consolidated) of the 42nd period | Approved | ||
| Revision of the internal accounting control regulations | Approved | ||
| ※ Reported Item CEO and internal accounting controller’s internal accounting control system operating status Compliance education, inspection, and evaluation activities |
- | ||
| 2 | 2019.02.26 | Holding of the 42nd general meeting of shareholders | Approved |
| ※ Reported Item Auditors’ evaluation report |
- | ||
| 3 | 2019.03.21 | Determination of the remuneration for individual directors | Approved |
| Appointment of committee members within the Board of Directors | Approved | ||
| 4 | 2019.04.26 | ※ Reported Item Business performance of the 1st quarter of 2019 |
- |
| 5 | 2019.07.30 | ※ Reported Item Compliance education and inspection activities Business performance of the first half of 2019 |
- |
| 6 | 2019.10.25 | Approval of commodity and service transactions with affiliate company | Approved |
| Approval of retirement pension transactions with affiliate company | Approved | ||
| Approval of real estate lease transactions with affiliate company | Approved | ||
| Approval of installation of overseas branches | Approved | ||
| ※ Reported Item Business performance of the 3rd quarter of 2019 |
- |
| Meeting No. | Date | Agenda | Approved |
|---|---|---|---|
| 1 | 2018.01.25 | Approval of the annual business report of the 41st period | Approved |
| Approval of the financial statements (separate and consolidated) of the 41st period | Approved | ||
| Installation of overseas branches | Approved | ||
| ※ Reported Item Evaluation of the internal accounting controller’s operational status CP compliance education and internal supervision system operations |
- | ||
| 2 | 2018.02.22 | Holding of the 41st general meeting of shareholders | Approved |
| ※ Reported Item Auditors’ evaluation report |
- | ||
| 3 | 2018.03.21 | Appointment of the chairman of the Board of Directors | Approved |
| Appointment of the CEO | Approved | ||
| Determination of the remuneration for individual directors | Approved | ||
| Appointment of committee members within the Board of Directors | Approved | ||
| 4 | 2018.05.10 | Approval of changing commodity and service transactions with affiliate company | Approved |
| Appointment of compliance assistants | Approved | ||
| ※ Reported Item Business performance of the 1st quarter of 2018 |
- | ||
| 5 | 2018.07.26 | Approval of changing commodity and service transactions with affiliate company | Approved |
| Closing of overseas branches | Approved | ||
| Relocation of overseas branches | Approved | ||
| ※ Reported Item Compliance education, inspection, and evaluation activities Business performance of the first half of 2018 |
- | ||
| 6 | 2018.08.29 | Installation of overseas branches | Approved |
| 7 | 2018.10.30 | Approval of retirement pension transactions with affiliate company | Approved |
| Approval of commodity and service transactions with affiliate company | Approved | ||
| ※ Reported Item Business performance of the 3rd quarter of 2018 |
- | ||
| 8 | 2018.12.26 | Approval of real estate lease transactions with affiliate company | Approved |
| Meeting No. | Date | Agenda | Approved |
|---|---|---|---|
| 1 | 2017.01.25 | Approval of the annual business report of the 40th period | Approved |
| Approval of the financial statements (separate and consolidated) of the 40th period | Approved | ||
| Modification of the financial statements (separate and consolidated) of the 37th~39th periods | Approved | ||
| ※ Reported Item Evaluation of the internal accounting controller’s operational status Compliance education and inspection activities |
- | ||
| 2 | 2017.02.23 | Holding of the 40th general meeting of shareholders | Approved |
| ※ Reported Item Auditors’ evaluation report |
- | ||
| 3 | 2017.03.24 | Appointment of the CEO | Approved |
| Determination of the remuneration for individual directors | Approved | ||
| Changing committee members within the Board of Directors | Approved | ||
| Revision of the Board of Directors and Management Committee regulations | Approved | ||
| 4 | 2017.04.20 | ※ Reported Item Business performance of the 1st quarter of 2017 |
- |
| 5 | 2017.07.28 | Installation of overseas branches | Approved |
| Closing of overseas branches | Approved | ||
| Closing of overseas research centers | Approved | ||
| Approval of retirement pension transactions with affiliate company | Approved | ||
| Approval of investment transactions with affiliate company | Approved | ||
| ※ Reported Item Compliance education and inspection activities Business performance of the first half of 2017 |
- | ||
| 6 | 2017.10.26 | Approval of changing commodity and service transactions with affiliate company | Approved |
| Approval of commodity and service transactions with affiliate company | Approved | ||
| Installation of overseas branches | Approved | ||
| ※ Reported Item Business performance of the 3rd quarter of 2017 |
- | ||
| 7 | 2017.12.27 | Advance approval of the dividend policy of 2017 | Approved |
| Meeting No. | Date | Agenda | Approved |
|---|---|---|---|
| 1 | 2016.01.27 | Approval of the annual business report of the 39th period | Approved |
| Approval of the financial statements (separate and consolidated) of the 39th period | Approved | ||
| ※ Reported Item Evaluation of the internal accounting controller’s operational status Compliance education and inspection activities |
- | ||
| 2 | 2016.02.18 | Holding of the 39th general meeting of shareholders | Approved |
| Approval of changing commodity and service transactions with affiliate company | Approved | ||
| ※ Reported Item Auditors’ evaluation report |
- | ||
| 3 | 2016.03.11 | Revision of the Board of Directors regulations | Approved |
| Appointment of the chairman of the Board of Directors | Approved | ||
| Determination of the remuneration for individual directors | Approved | ||
| Appointment of Related Party Transaction Committee members | Approved | ||
| 4 | 2016.04.28 | Approval of changing commodity and service transactions with affiliate company | Approved |
| ※ Reported Item Business performance of the 1st quarter of 2016 |
- | ||
| 5 | 2016.07.21 | Approval of changing commodity and service transactions with affiliate company | Approved |
| Approval of installation of overseas branches | Approved | ||
| ※ Reported Item Compliance education and inspection activities Business performance of the first half of 2016 |
- | ||
| 6 | 2016.10.20 | Approval of retirement pension transactions with affiliate company | Approved |
| Approval of retirement pension transactions with affiliate company | Approved | ||
| Approval of commodity and service transactions with affiliate company | Approved | ||
| Approval of installation of overseas subsidiaries | Approved | ||
| Technical support contract renewal | Approved | ||
| ※ Reported Item Business performance of the 3rd quarter of 2016 |
- |
| Meeting No. | Date | Agenda | Approved |
|---|---|---|---|
| 1 | 2015.01.26 | Approval of the annual business report of the 38th period | Approved |
| Approval of the financial statements (separate and consolidated) of the 38th period | Approved | ||
| Technical support contract renewal | Approved | ||
| ※ Reported Item Evaluation of the internal accounting controller’s operational status Compliance education and inspection activities |
- | ||
| 2 | 2015.02.13 | Holding of the 38th general meeting of shareholders | Approved |
| ※ Reported Item Auditors’ evaluation report |
- | ||
| 3 | 2015.03.13 | Appointment of the CEO | Approved |
| Determination of the remuneration for individual directors | Approved | ||
| Changing Management Committee members | Approved | ||
| 4 | 2015.04.23 | Installation of the Related Party Transaction Committee and appointment of members | Approved |
| ※ Reported Item Business performance of the 1st quarter of 2015 |
- | ||
| 5 | 2015.07.23 | Changing Anti-trust Compliance Officer and compliance assistants | Approved |
| Approval of large-scale internal transactions with affiliate company | Approved | ||
| ※ Reported Item Progress of operating the Anti-trust Compliance Program Business performance of the first half of 2015 |
- | ||
| 6 | 2015.09.07 | Approval of stock transactions with affiliate company | Approved |
| 7 | 2015.10.23 | Approval of retirement pension transactions with affiliate company | Approved |
| Approval of changing commodity and service transactions with affiliate company | Approved | ||
| Approval of commodity and service transactions with affiliate company | Approved | ||
| ※ Reported Item Business performance of the 3rd quarter of 2015 |
- |
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