LPL » Topics » Our two principal shareholders, LG Electronics and Philips Electronics, which together currently own approximately 70.8% of our voting stock, have significant influence over corporate decisions.

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

Our two principal shareholders, LG Electronics and Philips Electronics, which together currently own approximately 70.8% of our voting stock, have significant influence over corporate decisions.

LG Electronics and Philips Electronics together have control of all matters submitted to our shareholders for approval, including electing certain of our directors, amending our articles of incorporation and approving changes of control that may impact you as a minority shareholder. The directors elected by these shareholders are able to make decisions affecting our capital structure, including decisions to issue additional capital stock, implement stock repurchase programs and incur indebtedness.

In addition, we engage in a variety of related party transactions with our two principal shareholders and their respective affiliates:

 

   

Purchases from LG Electronics and its affiliates – purchases of materials, equipment, components and services from LG Electronics and its affiliates, excluding LG International and its subsidiaries, amounted to 21.2%, 13.7% and 16.5% (excluding services purchased from GS Engineering & Construction which, as of January 2005, is no longer an affiliated company of the LG Group) of our total purchases of materials, equipment, components and services in 2004, 2005 and 2006, respectively.

 

   

Sales to LG Electronics – sales to LG Electronics (including its overseas subsidiaries) on an invoiced basis, which include sales to LG Electronics both as an end-brand customer and a system integrator, amounted to 19.3%, 18.1% and 16.3% of our sales in 2004, 2005 and 2006, respectively.

 

   

Sales to Philips Electronics and its affiliates – sales to Philips Electronics and its affiliates on an invoiced basis, which include sales to Philips Electronics both as an end-brand customer and a system integrator, amounted to 14.5%, 13.1% and 12.5% of our sales in 2004, 2005 and 2006, respectively.

 

   

Purchases from LG International – purchases of materials, equipment, components and services from LG International and its subsidiaries amounted to 22.4%, 16.7% and 10.7% of our total purchases of materials, equipment, components and services in 2004, 2005 and 2006, respectively.

 

   

Sales to LG International – sales to LG International and its subsidiaries on an aggregate basis amounted to 5.5%, 7.4% and 9.0% of our sales in 2004, 2005 and 2006, respectively.

 

   

Purchases from Philips Electronics – purchases of materials, including backlight units and driver integrated circuits, from Philips Electronics, as well as other services, amounted to 0.6%, 0.6% and 0.8% (including purchases from Philips Electronics’ semiconductor division until September 2006, which, as of October 2006, is no longer a division of Philips Electronics) of our total purchases of materials, equipment, components and services in 2004, 2005 and 2006, respectively.

Pursuant to our articles of incorporation and the terms of a shareholders’ agreement entered into between LG Electronics and Philips Electronics in July 2004, we have a nine-member board of directors which is composed of two outside directors selected by each of LG Electronics and Philips Electronics, one outside director jointly selected by them and four non-outside directors. In March 2005, we established the Outside Director Nomination and Corporate Governance Committee which will nominate our future outside directors. The right to nominate the four non-outside directors depends on the respective ownership interest in us of each of LG Electronics and Philips Electronics. The two shareholders have also agreed to a co-voting arrangement under which each party is obligated to vote in favor of the non-outside director candidates selected by the other party as well as the non-outside candidate jointly selected by the two shareholders. Subject to minimum shareholding requirements, LG Electronics and Philips Electronics are able to nominate our chief executive officer and chief financial officer, respectively, who as our two joint representative directors, must act in concert in order for their actions to bind us. See “Item 6.A. Directors and Senior Management” for a description of the composition of our board and the joint representative director system under Korean law. Consequently, persons with ties to LG Electronics and Philips Electronics may account for as many as four directors on our board and will continue to exert substantial influence over the operation of our business.

 

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

Our two principal shareholders, LG Electronics and Philips Electronics, which together currently own approximately 70.8% of our voting stock, have significant influence over corporate decisions.

LG Electronics and Philips Electronics together have control of all matters submitted to our shareholders for approval, including electing certain of our directors, amending our articles of incorporation and approving changes of control that may impact you as a minority shareholder. The directors elected by these shareholders are

 

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able to make decisions affecting our capital structure, including decisions to issue additional capital stock, implement stock repurchase programs and incur indebtedness.

In addition, we engage in a variety of related party transactions with our two principal shareholders and their respective affiliates:

 

    Purchases from LG Electronics and its affiliates – purchases of materials, equipment, components and services from LG Electronics and its affiliates, excluding LG International and its subsidiaries, amounted to 28.4%, 21.2% and 13.7% (excluding services purchased from GS Engineering & Construction which, as of January 2005, is no longer an affiliated company of the LG Group) of our total purchases of materials, equipment, components and services in 2003, 2004 and 2005, respectively.

 

    Sales to LG Electronics – sales to LG Electronics (including its overseas subsidiaries) on an invoiced basis, which include sales to LG Electronics as an end-brand customer and system integrator, including sales through Serveone (formerly LG MRO Co., Ltd.), amounted to 25.1%, 19.3% and 18.1% of our sales in 2003, 2004 and 2005, respectively.

 

    Sales to Philips Electronics and its affiliates – sales to Philips Electronics and its affiliates on an invoiced basis, which include sales to Philips Electronics as an end-brand customer and system integrator, amounted to 9.9%,14.5% and 13.1% of our sales in 2003, 2004 and 2005, respectively.

 

    Purchases from LG International – purchases of materials, equipment and components from LG International and its subsidiaries amounted to 17.5%, 22.4% and 16.7% of our total material, equipment and component purchases in 2003, 2004 and 2005, respectively.

 

    Sales to LG International – sales to LG International and its subsidiaries on an aggregate basis amounted to 10.0%, 5.5% and 7.4% of our sales in 2003, 2004 and 2005, respectively.

 

    Purchases from Philips Electronics – purchases of driver integrated circuits from Philips Electronics’ semiconductor division amounted to 0.8%, 0.6% and 0.6% of our total purchases of materials, equipment, components and services in 2003, 2004 and 2005, respectively.

Pursuant to our articles of incorporation and the terms of a shareholders’ agreement entered into between LG Electronics and Philips Electronics in July 2004, we have a nine-member board of directors which is composed of two outside directors selected by each of LG Electronics and Philips Electronics, one outside director jointly selected by them and four non-outside directors. In March 2005, we established the Outside Director Nomination and Corporate Governance Committee which will nominate our future outside directors. The right to nominate the four non-outside directors of our board depends on the respective ownership interest in us of each of LG Electronics and Philips Electronics. The two shareholders have also agreed to a co-voting arrangement under which each party is obligated to vote in favor of the non-outside director candidates selected by the other party as well as the non-outside candidate jointly selected by the two shareholders. Subject to minimum shareholding requirements, LG Electronics and Philips Electronics are able to nominate our chief executive officer and chief financial officer, respectively, who as our two joint representative directors, must act in concert in order for their actions to bind us. See “Item 6A. Directors and Senior Management” for a description of the composition of our board and the joint representative director system under Korean law. As a result, persons with ties to LG Electronics and Philips Electronics may account for as many as four directors on our board and will continue to exert substantial influence over the operation of our business.

EXCERPTS ON THIS PAGE:

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