go to content

Investor Relations>Corporate Governance>General Meeting of Shareholders

  • DOW30

    drop -22.82point current27,001.98point
  • NIKKEI225

    rise 23.27point current22,496.19point
  • SHANGHAI

    rise 0.14point current2,978.85point
  • H-SHARE

    rise 41.92point current10,574.09point
  • HANG SENG

    rise 198.37point current26,862.65point
2019.10.17 14:02:08 rolling play rolling stop
- Indices data are on Previous Close or delayed. (DOW : Previous Close , NASDAQ/Shanghai : 15 minutes delayed)
  • Investment Banking

General Meeting of Shareholders

Introduce

General meeting of shareholders is

General meeting of shareholders is a necessary permanent establishment consisting of all members of shareholders and is also a supreme decision-making body that decides details stated on law and corporate articles of association.

Type of shareholders’ meeting

Shareholders’ meeting is classified into two: regular meeting of shareholders that is regularly convened at every settlement of accounts; extraordinary shareholders’ meeting that is convened whenever considered necessary, The corporate articles of association of Samsung Securities state that the regular meeting of shareholders must be convened within 3 months after the late Dec., when every business year is completed

Resolution at shareholders’ meeting

Following issues are determined at shareholders’ meeting

    Usual resolution
  • Appointment of directors and auditors
  • Deciding salary of directors and auditors
  • Authorizing F/S
  • Stock dividends
  • Appointment and dismissal of liquidators and deciding salary of them
  • Authorizing the completion of liquidation
  • General meeting for merger report
  • Deciding whether to postpone or resume general meeting of shareholders
  • Authorizing to grant the option to purchase stocks
  • Appointment of audit committee members * Resolution requirement’ majority vote of shareholders present and consent of more than 1/4 of outstanding stocks
    Special resolution
  • Changing corporate articles of association
  • Transferring all or an important part of sales division
  • Dismissal of directors and auditors
  • Decrease of equity
  • Issuing stocks at less than the par value
  • Stock split
  • Important issues that arise when CB and BW are issued to someone, except for shareholders
  • Dissolution of corporation
  • Continuance of corporation
  • Appointment of members of the Establishment Committee in case of consolidation
  • Authorizing merger agreement of the company
  • Spin-off, division merger and physical division of the company
  • Comprehensive transfer and exchange of stocks among others * Resolution requirement: more than 2/3 votes of shareholders present and consent of more than 1/3 of outstanding stocks

Rights

Proposal right of shareholders

Proposal right of shareholders refers to the right of minority shareholders to propose certain cases to be selected as the agenda and item of shareholders’ meeting.

Person authorized to exercise the proposal right

Commercial law confines the person authorized to exercise the proposal right to shareholders who have more than 3% of outstanding stocks with voting right, while Capital Market Act allows shareholders who obtain 0.25% of outstanding stocks for 6 months in case they are financial investors with the current capital stock of more than 100billion KRW as of the last day of the recent business year

How to exercise the right

Shareholders who want to exercise the proposal right are allowed to propose certain issues that will be selected as the purpose of the general meeting to directors (CEO) 6 weeks ahead of the shareholders’ meeting in written form and can request the details of items submitted by the company’s shareholders be added in the purpose to be written in the notice and announcement in shareholders’ meeting.

Effect of proposal right of shareholders

Directors who accept proposal right are required to report proposals to the board of directors and the board of directors should select them as the purpose of the general meeting, except for the case that the proposals violates law or corporate articles of association and, if shareholders want, they should be given the opportunity to explain the items.

How to exercise voting right

Exercising voting right at the general meeting of shareholders is possible as follows: Exercising voting right by being present at the meeting; casting a vote exercised by the representative with designating proxy. Concentrated vote system is not selected in written ballot and appointment of more than 2 directors.

Agendas of General Shareholders’ Meetings

37th regular meeting of shareholders

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
March 29,2019 Approval of the 37th
Financial statement and
Dividends (draft)
Total assets: KRW
38,330.6 bn
54,113,284 51,667,023 95.48%
Total liabilities: KRW
33,688.5 bn
Capital stock: KRW
458.5 bn
Total equity: KRW
4,890.2 bn
Net operating profit: KRW
458.1 bn
Net profit: KRW
334.1 bn
Dividends: KRW
125.0 bn
(KRW 1,400 per share)
Revision of the articles of association Reflect the Electronic Securities Act, Act on External Audit of Stock Companies 54,113,284 54,113,284 100%
Election of Outside Director Outside Director: Yeong-Seop Rhee 54,113,284 50,906,068 94.07%
Election of Auditor Committee Auditor Committee:
Yeong-Seop Rhee
21,780,783 21,618,582 99.25%
Election of Auditor Outside Director (Separation Selection) Outside director
serving as auditor :
Dong-Hyun Ahn
21,780,783 21,780,783 100%
Approval of the Compensation limit for Directors Approved KRW 11.5 bn 54,113,284 52,688,016 97.37%

36th regular meeting of shareholders

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
March 21,2018 Approval of the 36th
Financial statement and
Dividends (draft)
Total assets: KRW
37,948.3 bn
53,708,209 51,582,288 96.04%
Total liabilities: KRW
33,536.6 bn
Capital stock: KRW
458.5 bn
Total equity: KRW
4,485.4 bn
Net operating profit: KRW
360.3 bn
Net profit: KRW
271.6 bn
Dividends: KRW
89.3 bn
(KRW 1,000 per share)
Election of Directors Outside Director: Bu-Kyun Jeong 53,708,209 53,696,033 99.97%
Inside Director: Sung-Hoon Koo 53,708,209 52,588,907 97.92%
Inside Director: Seok-Hoon Chang 53,708,209 52,588,907 97.92%
Election of Auditor Outside Director Outside director serving as auditor :
Bu-Kyun Jeong
21,525,230 21,521,368 99.98%
Approval of the Compensation
limit for Directors
Approved KRW 11.5 bn 53,708,209 53,657,700 99.91%

35nd regular meeting of shareholders

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
March 24, 2017 Approval of the 35th Financial statement and Dividends (draft) Total assets: KRW 33,229.9 bn 42,651,364 42,634,171 99.96%
Total liabilities: KRW 29,403 bn
Capital stock: KRW 394.2 bn
Total equity: KRW 4,428.5 bn
Net operating profit: KRW 211.7 bn
Net profit: KRW 174.2 bn
Dividends: KRW 49.7 bn(KRW 650 per share)
Revision of the articles of association Changing of the term of outside directors 42,651,364 42,400,379 99.41%
Election of Directors Outside Director: Kyung-Soo Kim 42,651,364 42,452,828 99.53%
Inside Director: Jae-Hun Sa 42,651,364 42,504,995 99.66%
Nominating of an outside director as candidate for auditor Outside Director: Sung-Jin Kim 17,968,731 17,889,731 99.56%
Election of Auditor Outside Director Outside director serving as auditor : Kyung-Soo Kim 17,968,731 17,739,886 98.73%
Outside director serving as auditor : Seung-Woo Lee 17,968,731 117,889,731 99.56%
Approval of the Compensation limit for Directors Approved KRW 11.5 bn 42,651,364 42,625,445 99.94%

34nd regular meeting of shareholders

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
March 11, 2016 Approval of the 34th Financial statement and Dividends (draft) Total assets: KRW 29,922.7 bn 37,228,488 34,383,588 92.4%
Total liabilities: KRW 26,418.9 bn
Common stock: KRW 394.2 bn
Total equity: KRW 3,880.1 bn
Net operating profit: KRW 371.2 bn
Net profit: KRW 257.6 bn
Dividends: KRW 70.1 bn (KRW 1,000 per share)
Revision of the articles of association Applying the new corporate governance law 38,517,780 38,009,285 98.7%
Election of Directors Outside Director: Sung-Jin Kim (re-elected) 38,517,780 37,937,878 98.5%
Outside Director: Kyeong-Tae Moon (new) 38,517,780 37,640,647 97.7%
Inside Director: Young-Mook Jeon (new) 38,517,780 38,242,286 99.3%
Election of Auditor Outside Director: Outside Director: Sung-Jin Kim (re-elected) 21,058,739 20,242,554 96.1%
Approval of the Compensation limit for Directors Approved KRW 11.5 bn 38,517,780 38,299,907 99.4%

33nd regular meeting of shareholders

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
March 13, 2015 Approval of the 33nd financial statement and profit dividends (draft) Total Asset: 25,037 Billion KRW 40,081,565 39,331,765 98.13%
Total Liabilities: 21,605 Billion KRW
Common stock: 394 Billion KRW
Total equity: 3,432 394 Billion KRW
Net Operating Profit: 160 Billion KRW
Net Profit: 243 Billion KRW
Dividends: 47.4 Billion KRW total(650 per share)
Election of Directors Outside Director:
Sam Hyun Chun (reappointed)
39,390,509 39,372,473 99.95%
Outside Director:
Seung Woo Lee(New)
40,081,565 40,063,548 99.96%
Election of Audit Committee Members Audit committee of outside director:
Seung Woo Lee(New)
21,959,460 21,922,762 99.83%
Approval of the compensation limit for directors Approved 12 Billion KRW for 34nd Directors 40,081,565 40,038,193 99.89%

Extraordinary regular Meeting of Shareholders,2015

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
Jan 27, 2015 Election of Directors Inside directors:
Yong-am Yoon (New)
40,601,753 40,589,094 99.97%

32nd regular meeting of shareholders

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
March 14, 2014 Approval of the 32nd financial statement and profit dividends (draft) Total Asset: 19,505 Billion KRW 41,004,708 40,854,279 99.63%
Totall Liabilities: 16,232 Billion KRW
Common stock: 394 Billion KRW
Total equity: 3,272 Billion KRW
Net Operating Profit: 432 Billion KRW
Net Profit: 8.4 Billion KRW
Dividends: 7.4 Billion KRW total(100 per share)
Election of Directors Outside Director: Young Sang Yoo (reappointed) Kyung soo Kim(new) Inside Director: Nam Su Kim(new) Kyung Chul Song(new) 40,002,338 40,002,338 100%
40,002,338 40,002,338 100%
40,002,338 39,970,916 99.92%
40,002,338 38,894,977 97.23%
Election of Audit Committee Members Audit committee of outside director: Young Sang Yoo (reappointed) Sung Jin Kim (new) Kyung Soo Kim (new)
Audit committee of inside directors: Kyung Chul Song(new)
24,467,253 24,467,253 100%
24,467,253 24,467,253 100%
24,467,253 24,467,253 100%
36,161,323 34,781,006 96.18%
Approval of the compensation limit for directors Approved 16 Billion KRW for 33nd Directors 39,674,768 39,605,502 99.83%

31st regular meeting of shareholders

31st regular meeting of shareholders
Date Item Resolution(KRW) Number of shares present Number of shares in favor Approval rate
Jun 7, 2013 Approval of the 31th financial statement and profit dividends (draft) Total Asset: 18,382 Billion KRW 34,831,233 31,984,345 91.83%
Total Liabilities: 15,066 Billion KRW
Common stock: 394 Billion KRW
Total equity: 3,317 Billion KRW
Net Operating Profit: 782 Billion KRW
Net Profit: 125 Billion KRW
Dividends: 46.4 Billion KRW total(650 per share)
Changes in the Articles of Incorporation Changing the name of board Sub/Committees 34,831,233 34,831,233 100%
Election of Directors Outside Director:
Outside Director:
Jong Nam Oh (reappointed)
Young Sang Yoo (reappointed)
Sung Jin Kim(new)
34,831,233 34,831,233 100%
Election of Audit Committee Members Outside Director:
Jong Nam Oh (reappointed)
Young Sang Yoo (reappointed)
Se Young Ahn (new)
17,820,393 34,831,233 100%
Approval of the compensation limit for directors Approved 13 Billion KRW for 32nd Directors 34,831,233 34,790,739 99.88%

30th regular meeting of shareholders

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
June 5, 2012 Approval of the 30th financial statement and profit dividends (draft) Total Asset: 15,469 Billion KRW 37,751,126 34,955,626 92.6%
Total Liabilities: 12,224.4 Billion KRW
Common stock: 394.2 Billion KRW
Total equity: 3,244.6 Billion KRW
Net Operating Profit: 898.3 Billion KRW
Net Profit: 134.7 Billion KRW
Opinion of independent auditor: clean
Dividends: 52.1 Billion KRW total(700 KRW per share)
Changes in the Articles of Incorporation Reflect revisions of amendments in the Commercial Act 37,734,222 31,475,175 83.41%
Election of Directors Outside Director:
Yeung Kyun Rhee (reappointed),
Jong Nam Oh (reappointed),
Sam Hyun Chun(new)
Inside Director:
Kyung Yoll Min (reappointed)
37,734,222 37,556,798 99.53%
Election of Audit Committee Members Outside Director:
Chang On Shin (reappointed),
Se Young Ahn(new)
Inside Director:
Chun Hyeon Park(reappointed),
Jong Eup Ahn(new)
26,801,353 19,665,778 73.78%
Approval of the compensation limit for directors Approved 13 Billion KRW for 31st Directors 37,734,222 37,715,116 99.95%

Extraordinary regular Meeting of Shareholders, 2012

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
Feb. 7, 2012 Election of Directors Inside directors:
Suk Kim (new),
Young Bin Lim(new)
37,394,708 37,384,646 99.97%

29th regular meeting of shareholders

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
June 3, 2011 Approval of the 29th F/S, I/S and statement of R/E (draft) Total Asset: 13,120.6 Billion KRW 34,803,050 34,803,050 100%
Total Liabilities: 10,321.9 Billion KRW
Common stock: 346.2 Billion KRW
Total equity: 2,798.7 Billion KRW
Sales: 2,501.6 Billion KRW
Net Profit: 238.3 Billion KRW
Opinion of independent auditor: clean
Dividends: 80.9 Billion KRW total (1,250 KRW per share)
Changes in the Articles of Incorporation Changing the homepage address, Specifying the purpose of establishing Compensation Committee and Risk Management Committee 40,201,086 40,199,658 99.99%
Election of Directors Outside Director:
Chang On Shin (reappointed),
Se Young Ahn(new)
Inside Director:
Chun Hyeon Park(reappointed),
Jong Eup Ahn(new)
34,801,086 34,451,256 98.99%
Election of Audit Committee Members Young Sang Yoo(new) 15,533,177 15,533,177 100%
Approval of the compensation limit for directors Approved 13 Billion KRW for 30th Directors 34,801,086 34,801,086 100%

28th regular meeting of shareholders (Apr. 1, 2009-Mar. 31, 2010)

Agendas of General Shareholders’ Meetings
Date Item Resolution Number of shares present Number of shares in favor Approval rate
Jun. 1, 2010 Authorizing 28th F/S, I/S and statement of R/E Total asset: 13.1749trillion KRW 49,984,603 49,984,603 100%
Total liability: 10.5761trillion KRW
Capital stock: 346.2billion KRW
Total equity: 2.5987trillion KRW
Sales: 2.5647trillion KRW
Net income for the year: 245.3billion KRW
Opinion of independent auditors: appropriate
Dividend: 64.6billion KRW (1,000KRW per share)
Changing several corporate articles of association Changing the method for announcement, creating new regulation on the limit of nonexecutive directors’ term, extending the way of reporting detailed process of appointment of independent auditors 49,984,603 49,984,603 100%
Appointment of directors Nonexecutive director: Sin Chang-eon (consecutive terms), Lee Ju-seok (consecutive terms), Yu Yeong-sang (Newly-appointed) 49,984,603 49,984,603 100%
Executive director: Ban Yong-eun (newly-appointed)
Appointment of members of Audit Committee, who are nonexecutives Lee Ju-seok (consecutive terms) 49,984,603 49,984,603 100%
Authorizing the limit of directors’ salary 29th meeting: authorizing the total amount of 13billion KRW 49,984,603 49,984,603 100%