Corporate Governance

“Sustainability is now at the heart of business growth. The Board of Directors’ role and
responsibility have become essential more than ever.

As such, in July 2021, the Governance Committee under the Board has been reorganized as the
Sustainability Committee, where environmental, social and governance agenda are discussed.
As the Chair of the Board, I am committed to facilitating Samsung Electronics’ global corporate
citizenship and sustainable growth.”

- Han-jo Kim, Chair of the Board of Directors - “Sustainability is now at the heart of business growth. The Board of
Directors’ role and responsibility have become essential more than ever.

As such, in July 2021, the Governance Committee under the Board has been reorganized as the Sustainability Committee, where environmental, social and governance agenda are discussed. As the Chair of the Board, I am committed to facilitating Samsung Electronics’ global corporate citizenship and sustainable growth.”

- Han-jo Kim, Chair of the Board of Directors -

Board Membership

In 2018, we separated the Chair of the
Board and the CEO positions to increase
independence and transparency. An
independent director was appointed as the
Chair for the first time in February 2020,
further enhancing the Board’s independence
and bolstering the Board’s leadership role.
The new Chair appointed in March 2022, was
also an independent director.

Independence The appointment of an independent director is restricted for individuals who are engaged in business operations, who are considered as one of the largest shareholders or have a vested interest in the company, or who have been employed at Samsung Electronics within the last two years.
Transparency Executive directors shall be appointed
from
among the candidates
recommended by the
Board. Candidates
for independent directors
shall be
recommended by the Independent
Director Recommendation Committee,
which is composed of
independent
directors only.
Expertise Independent directors are selected among those meeting relevant requirements and equipped with knowledge and experience in business management, economics, accounting, law, technology and sustainability management.
Diversity The appointment of an independent director is not limited by nationality, gender, place of birth or religion. It prioritizes candidates who can make independent judgments based on diverse perspectives.

The Role of the Chair and
Independent Directors For the Board to objectively monitor business,
the Chair listens to and serves as a mediator
of executive and independent
directors’
opinions. The independent directors hold
separate meetings to seek ways to deliver
leadership results across all
aspects of our
business operations, including the creation of
shareholder value.

Introducing the Board of Directors
Recognizing the rising
importance of each director’s
expertise and diversity,
at Samsung Electronics, we are
working to make the Board more
diverse in terms of race, gender,
religion, nationality and more. Independent directors are selected for their expertise in finance, law, IT(Robotics · AI), risk management, public sector, sustainability, among other fields. They play an important role in providing objective and professional oversight and advice to the executive management, based on their diverse perspectives.
Fairness is at the
heart
of our Board selection

From Board convocation to resolution and evaluation

Board Operations

The Sustainability Committee was established in July 2021 by reorganizing the Governance Committee
under the aim of promoting sustainability management and enhancing shareholder value.

Board Convocation: To convene a Board meeting, the Chair notifies each director of the date, time, venue and agenda at least 7 days* prior to the meeting, pursuant to Article 30 of the Articles of Incorporation.

If deemed necessary, each director has the right to request the Chair to convene a Board meeting, providing there is a clearly defined agenda and rationale for the convocation. If the Chair fails to uphold this responsibility without a justifiable reason, the director in question may convene a Board meeting.

* In urgent circumstances, the notification period can be shortened
to a minimum of 24 hours.

Board Resolution: Voting on an agenda item requires a quorum of the majority of directors and a resolution passes following a majority vote of the attendees, pursuant to Article 31 of the Articles of Incorporation and Article 9 of the Board of Directors Regulations, unless otherwise prescribed in relevant laws. As specified in Article 391 of the Korean Commercial Act, all directors may participate in a Board meeting by digitally using remote telecommunications devices capable of simultaneous voice transmission and reception.

We systematically avoid potential conflicts of interest by restricting the voting rights of directors with special interests in certain agenda items pursuant to Article 9 of the Board of Directors Regulations.

Board Evaluation: Independent directors are evaluated comprehensively across their Board activities based on our internal qualitative and quantitative criteria. Some of the criteria include their meeting attendance rates, performance as individual committee members, level of expertise, understanding of material issues, and efforts to ensure independence. The Board uses evaluation results to innovate its operations and enhance its efficiency and composition and that of its affiliated committees.

Committees
under the Board The Board established a total of six committees and delegated the authority to increase operational efficiency.

Particularly in July 2021, the existing
Governance Committee has been expanded and reorganized to establish the Sustainability Committee consisting of all six members of independent directors in order to promote sustainable management and enhance shareholder value in environmental, social and governance (ESG).

Foundation of
all management activities

Sustainability Management

The Board oversees our sustainability activities as the overarching decision-making body.
In July 2021, the Governance Committee was replaced by the Sustainability Committee to better
promote sustainability management while enhancing shareholder value.

To embed sustainability into our business, we have included sustainability-related indicators
in the performance evaluation of organizational units and executives since 2021.
The performance metrics, depending on the area or function of the units and executives,
include indicators on GHG emissions reduction, renewable energy transition,
energy efficient product development, compliance, and product accessibility.
We plan to continue strengthening the link between sustainability and performance management.

Board of Directors

Sets directions for sustainability management and monitors performance, including
through the Sustainability Committee

Sustainability Council led by the CEO

Reviews sustainability issues with C-suite officers
Held at least every six months

Councils by Category

[Planet]
Environmental Management Task Force
/ EHS Council
/ Scope 3 Task Force
/ Eco-Council
/
Net Zero Committee
/ Carbon Reduction Committee
/ Environmental Conservation Committee
/
Reuse Expansion Committee [Tech for All]
Security and Privacy Protection Council
/ AI Ethics Council
/ Accessibility Council [Human Rights]
Labor and Human Rights Council

Corporate
Sustainability Center

The Corporate Sustainability Center, our sustainability control tower, is responsible for establishing relevant strategies in collaboration with relevant internal units and councils, monitoring outcomes, and strengthening collaboration and communication with our external stakeholders.
We also offer training for our employees to help them incorporate
sustainability into their everyday business.

Sustainability
Management Office

The Sustainability Management Office
within each business unit
establishes
tailored strategies and supports their
internal
implementation. Regionally-
based sustainability units monitor and
identify issues of key interest to local
stakeholders and develop relevant
projects.

Digital Library

Corporate Governance Report