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LPL » Topics » Differences in Corporate Governance Practices

This excerpt taken from the LPL 20-F filed Apr 11, 2007.

Differences in Corporate Governance Practices

Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the New York Stock Exchange, we are required to disclose significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law. The following is a summary of such significant differences.

 

NYSE Corporate Governance Standards

  

LG.Philips LCD’s Corporate Governance Practice

Nomination/Corporate Governance Committee  
Listed companies must have a nomination/corporate governance committee composed entirely of independent directors.   We have established an Outside Director Nomination and Corporate Governance Committee composed of two outside directors and two non-outside directors.
Compensation Committee  
Listed companies must have a compensation committee composed entirely of independent directors.   We have established a Remuneration Committee composed of two outside directors and two non-outside directors.
Executive Session  
Listed companies must hold meetings solely attended by non-management directors to more effectively check and balance management directors.   We do not normally hold executive sessions solely attended by non-management directors as that is not required under Korean law but we may elect to do so at the discretion of the directors.

 

Audit Committee  
Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.   We have established an Audit Committee composed of three outside directors who meet the applicable independence criteria set forth under Rule 10A-3 of the Exchange Act.
Audit Committee Additional Requirements  
Listed companies must have an audit committee that is composed of at least three directors.   Our Audit Committee has three directors, as described above.
Shareholder Approval of Equity Compensation Plan  
Listed companies must allow its shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.   We currently have two equity compensation plans: one providing for the grant of stock options to officers and key employees and an Employee Stock Ownership Plan, or ESOP.
  Stock options to officers and key employees may be granted pursuant to a resolution of the shareholders in an amount not to exceed 15% of the total number of our issued and outstanding shares. Up to 1% of the total number of our issued and outstanding shares, however, the board of directors may grant stock options to non-director officers and employees, which must be approved by a resolution of the subsequent general meeting of shareholders, except for the stock options granted before March 30, 2006.
  All material matters related to the granting of stock options are provided in our articles of incorporation, and any amendments to the articles of incorporation are subject to shareholders’ approval. Matters related to the ESOP are not subject to shareholders’ approval under Korean law.
Corporate Governance Guidelines  
Listed companies must adopt and disclose corporate governance guidelines.   We do not maintain formal corporate governance guidelines. Our Outside Director Nomination and Corporate Governance Committee is responsible for overseeing our policies, practices and procedures in the area of corporate governance.
Code of Business Conduct and Ethics  
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.   We have adopted a Code of Ethics for all directors, officers and employees. A copy of our Code of Ethics is available on our website at www.lgphilips-lcd.com.

 

62

Table of Contents
This excerpt taken from the LPL 20-F filed Jun 21, 2006.

Differences in Corporate Governance Practices

Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the New York Stock Exchange, we are required to disclose significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law. The following is a summary of such significant differences.

 

NYSE Corporate Governance Standards

  

LG.Philips LCD’s Corporate Governance Practice

Nomination/Corporate Governance Committee

  
Listed companies must have a nomination/corporate governance committee composed entirely of independent directors.   We have established an Outside Director Nomination and Corporate Governance Committee composed of two outside directors and two non-outside directors.
Compensation Committee  
Listed companies must have a compensation committee composed entirely of independent directors.   We have established a Remuneration Committee composed of two outside directors and two non-outside directors.
Executive Session  
Listed companies must hold meetings solely attended by non-management directors to more effectively check and balance management directors.   We do not normally hold executive sessions solely attended by non-management directors as that is not required under Korean law but we may elect to do so at the discretion of the directors.

 

73

Table of Contents

NYSE Corporate Governance Standards

  

LG.Philips LCD’s Corporate Governance Practice

Audit Committee  
Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.   We have established an Audit Committee composed of three outside directors who meet the applicable independence criteria set forth under Rule 10A-3 of the Exchange Act.
Audit Committee Additional Requirements  
Listed companies must have an audit committee that is composed of at least three directors.   Our Audit Committee has three directors, as described above.
Shareholder Approval of Equity Compensation Plan  
Listed companies must allow its shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.   We currently have two equity compensation plans: one providing for the grant of stock options to officers and key employees and an Employee Stock Ownership Plan, or ESOP.
  Stock options to officers and key employees may be granted pursuant to a resolution of the shareholders in an amount not to exceed 15% of the total number of our issued and outstanding shares. Up to 1% of the total number of our issued and outstanding shares, however, the board of directors may grant stock options to non-director officers and employees, which must be approved by a resolution of the subsequent general meeting of shareholders, except for the stock options granted before March 30, 2006.
  All material matters related to the granting of stock options are provided in our articles of incorporation, and any amendments to the articles of incorporation are subject to shareholders’ approval. Matters related to the ESOP are not subject to shareholders’ approval under Korean law.
Corporate Governance Guidelines  
Listed companies must adopt and disclose corporate governance guidelines.   We do not maintain formal corporate governance guidelines. Our Outside Director Nomination and Corporate Governance Committee is responsible for overseeing our policies, practices and procedures in the area of corporate governance.

Code of Business Conduct and Ethics

  
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.   We have adopted a Code of Ethics for all directors, officers and employees. A copy of our Code of Ethics is available on our website at www.lgphilips-lcd.com.

 

74

Table of Contents
This excerpt taken from the LPL 20-F filed Apr 11, 2005.

Differences in Corporate Governance Practices

 

Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the New York Stock Exchange, we are required to disclose significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law. The following is a summary of such significant differences.

 

66

Table of Contents

NYSE Corporate Governance Standards

  

LG.Philips LCD’s Corporate Governance Practice

Nomination/Corporate Governance Committee

Listed companies must have a nomination/corporate governance committee composed entirely of independent directors.

  

 

We have established an Outside Director Nomination and Corporate Governance Committee composed of two outside directors and two non-outside directors.

Compensation Committee

Listed companies must have a compensation committee composed entirely of independent directors.

  

 

We have established a Remuneration Committee composed of two outside directors and two non-outside directors.

Executive Session

Listed companies must hold meetings solely attended by non-management directors to more effectively check and balance management directors.

  

 

We do not normally hold executive sessions solely attended by non-management directors as that is not required under Korean law but we may elect to do so at the discretion of the directors.

Audit Committee

Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.

  

 

We have established an Audit Committee composed of three outside directors who meet the applicable independence criteria set forth under Rule 10A-3 of the Exchange Act.

Audit Committee Additional Requirements

Listed companies must have an audit committee that is composed of at least three directors.

  

 

Our Audit Committee has three directors, as described above.

Shareholder Approval of Equity Compensation Plan

Listed companies must allow its shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.

  

 

 

We currently have two equity compensation plans: one providing for the grant of stock options to officers and key employees and an Employee Stock Ownership Plan, or ESOP.

    Stock options to officers and key employees may be granted pursuant to a resolution of the board of directors in an amount not to exceed 1% of the total number of our issued and outstanding shares.
    All material matters related to the granting of stock options are provided in our articles of incorporation, and any amendments to the articles of incorporation are subject to shareholders’ approval. Matters related to the ESOP are not subject to shareholders’ approval under Korean law.

Corporate Governance Guidelines

Listed companies must adopt and disclose corporate governance guidelines.

  

 

We do not maintain formal corporate governance guidelines. Our Outside Director Nomination and Corporate Governance Committee is responsible for overseeing our policies, practices and procedures in the area of corporate governance.

Code of Business Conduct and Ethics

Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.

  

 

We have adopted a Code of Ethics for all directors, officers and employees. A copy of our Code of Ethics is available on our website at www.lgphilips-lcd.com.

 

67

Table of Contents

EXCERPTS ON THIS PAGE:

20-F
Apr 11, 2007
20-F
Jun 21, 2006
20-F
Apr 11, 2005

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