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Board Structure

Composition of the BOD

The board of directors is composed of five members consisting of two internal directors and three independent directors. Independent directors are independent having no ties to the company through transactions or as former employees or inside directors.

  • Kim Tae-han
    • ·President & CEO, Samsung Biologics (2011-Present)
    • ·Full member, The National Academy of Engineering of Korea (2013-Present)
  • Kim Dong-joong
    • ·Senior Vice President & Managing Director, Business Resources Innovation Center, Samsung Biologics (2014-Present)
    • ·Head of Planning Support Team, Production Technology Institute, Samsung Electronics (2013-2014)
  • Huh Kun-Nyoung
    • ·Independent director, Samsung Biologics (2019-Present)
    • ·Representative Attorney, Pyeong An Lawfrim (2016-Present)
    • ·Presiding Judge, Seoul Central District Court (2004-2007)
  • Jeong Seok-woo
    • ·Independent director, Samsung Biologics (2016-Present)
    • ·Professor, Department of Business Administration, Korea University Business School (1997-Present)
    • ·Non-standing member, Korea Accounting Institute (2016-Present)
  • Kwon Soonjo
    • ·Independent director, Samsung Biologics (2016-Present)
    • ·Professor, Department of Biological Engineering, Inha University (2013-Present)
    • ·Chairman, International Cooperation Committee, Institute of Biological Engineering (IBE) (2011-2013)
Appointment of Directors

Members of the board of directors are elected through a resolution of the general meeting of shareholders under the company’s articles of incorporation. Incumbent members may be reelected after the expiration of their terms.

  • ·Samsung Biologics shall have at least three but no more than then directors and such directors shall be appointed at the general meeting of shareholders; provided, however, that at least three independent directors shall be appointed and the number of the independent directors shall account for at last a majority of the total number of directors.
  • ·A resolution for the election of directors shall be adopted by the affirmative votes of a majority of the shareholders present at the meeting, which shall also be at least 1/4 of the total number of issued and outstanding shares.
  • ·Any vacancy in the office of directors shall be filled at a general meeting of shareholders; provided, however, that if the number of directors does not fall below the number prescribed in Paragraph 1 of Article 29 in the Articles of Incorporation and there is no difficulty in the administration of business, the foregoing shall not be applicable.
Term of Office of Director

The term of office of directors shall end at the close of the ordinary general meeting of shareholders convened in respect of the last fiscal year within three years from their appointment.

Chairperson

The chairperson of the board of directors shall be appointed among the directors by a resolution of the board of directors.

Resolution of the BOD

The resolution of the board of directors shall be adopted in the attendance of a majority of the directors in the office and by the affirmative votes of a majority of the directors present at the meeting; provided, however, that a resolution of the board of directors on matters stipulated under Article 397-2 (Prohibition of Use of Corporate Opportunities and Assets) and Article 398 (Self-Dealing between Directors, etc. and the Company) of the Commercial Code shall be adopted by the affirmative votes of at least 2/3 of the directors in office.

Independence of Independent Directors

The Independent Director Candidate Nomination Committee shall nominate the candidates for the independent directors among persons who meet qualification requirements stipulated in the relevant laws and regulations, including the Commercial Code, etc.

  • ·An independent director shall be one with professional knowledge or sufficient experience in management, economics, accounting, law or relevant technology and duly qualified under the relevant law. He or she shall not be a current employee or director or a previous employee or director of the company or its affiliate (as stipulated in the Monopoly Regulation and Fair Trade Act) within the past two years, a major shareholder of the company or one with a special relationship with a major shareholder.