Corporate Governance

At Samsung Engineering, we practice responsible business management through a sound and transparent governance structure and build greater trust from our shareholders and various stakeholders by strengthening our communication process. We apply the various suggestions we receive to our business management activities and support the independence and expertise of our Board of Directors to ensure an efficient and transparent decision-making process.

Composition of Board of Directors

Samsung Engineering’s Board of Directors is structured to ensure the efficiency and transparency of business management and strong financial soundness. The CEO of the company serves as the Chairman of the Board of Directors to implement board resolutions effectively and practice responsible business management. The Board of Director is composed of seven directors, with three inside directors and four outside directors, to maintain a transparent and independent decision-making process.

Inside Directors

Hong Namkoong

President and CEO of Samsung Engineering, Chairman of Board of Directors

First appointed on: January 18, 2023 Term expires on: January 17, 2026

Ju Seong Cheong

Head of Corporate Support Division of Samsung Engineering

First appointed on: March 18, 2021 Term expires on: March 17, 2024

Outside Directors

Man Ho Seo

(Former) Vice President of Woori Bank

First appointed on: March 24, 2017 Term expires on: March 18, 2023

Il Dong Park

(Former) Vice President of Export-Import Bank of Korea

First appointed on: March 22, 2018 Term expires on: March 17, 2024

Il Moon

Professor of the Department of Chemical and
Biomolecular Engineering at Yonsei University

First appointed on: March 21, 2019 Term expires on: March 16, 2025

Jung Hyun Choi

Professor of the Department of Environmental
Science and Engineering at Ewha Womans University

First appointed on: March 17, 2022 Term expires on: March 16, 2025

* Composition of Board of Directors as of January 2023

Director Appointment Process

Inside director candidates are appointed based on the recommendation of the Board of Directors or shareholders, and outside director candidates are chosen from a pool of outside experts who have extensive knowledge or experience in economic, social, legal or relevant technological fields and have been recommended by the Outside Director Candidate Recommendation Committee. Then the Board of Directors and the Outside Director Candidate Recommendation Committee carry out a candidate evaluation and decision process, and the final appointment is made at the general shareholders’ meeting. Outside directors are restricted from holding more than two outside positions at the same time, and major shareholders or persons specially related to the company are not qualified to be appointed as outside directors.

Recommendation of director candidates > Candidate evaluation and decision > Approval at general shareholders’ meeting

* Inside director: Board of Directors * Outside director: Outside Director Candidate Recommendation Committee

Status of Committees

Under the Board of Directors, we currently operate the Business Management Committee, Audit Committee, Outside Director Recommendation Committee, Internal Transaction Committee, and Remuneration Committee to ensure that the requests of each stakeholder, including our shareholders, employees, and clients, are applied to our business management activities.

Business Management Committee

The Business Management Committee deliberates and resolves company matters delegated by the Board of Directors in accordance with the Articles of Association or the operating procedure and resolution of the Board of Directors, and reports them to the Board of Directors to facilitate a swift and smooth decision-making process.

Audit Committee

The Audit Committee is responsible for appointing the accounting auditor, business activity auditor, and outside auditor. The members of the Audit Committee are appointed at the general shareholders’ meeting. The candidates are notified prior to the meeting so that shareholders have time to see the information on the candidates before exercising their voting rights. The Audit Committee, which is currently composed of three outside directors, ensures transparent business management at Samsung Engineering.

Outside Director Candidate Recommendation Committee

To ensure that outside directors can make decisions independent of the company, executive management, and significant shareholders, the candidates recommended by the Outside Director Candidate Recommendation Committee (two inside directors and three outside directors) are appointed according to the resolution of the general shareholders’ meeting. As outside directors are tasked to make efficient and rational decisions and provide expertise for Samsung Engineering’s sustainable business management, they are required to have extensive knowledge and experience in business management and relevant technologies. However, major shareholders or persons specially related to the company are restricted from being appointed to prevent potential conflict of interest within the Board of Directors.

Internal Transaction Committee

The Internal Transaction Committee is responsible for the prior evaluation and decision regarding internal transactions and financial transactions that exceed a certain amount. The Committee ensures voluntary compliance with fair transaction standards, enhances the transparency of internal transaction between affiliate companies, and improves corporate governance.

Remuneration Committee

The Remuneration Committee, which is composed of three outside directors, was established in March 2015 to improve the objectivity and transparency of the process for determining the compensation of directors.

ESG Committee

The ESG Committee was established in March 2022 to evaluate and decide matters regarding ESG strategies, plans, accomplishments, shareholder value improvement, and social responsibility to drive the sustainable growth of the company. The newly appointed environmental experts are expected to play a huge role in strengthening the company’s ESG capabilities. All four seats at the Committee were filled by outside directors to ensure independence.

Function and Composition of the Committees under the Board of Directors

Directors Business Management Committee Audit Committee Outside Director Candidate
Recommendation Committee
Internal Transaction Committee Remuneration Committee ESG Committee
Hong Namkoong
(Inside Director & BOD Chairman)
Chairman

applicable

Ju Seong Cheong
(Inside Director)

applicable

applicable

Man Ho Seo
(Outside Director)
Chairman

applicable

Chairman

applicable

applicable

Il Dong Park
(Outside Director)

applicable

applicable

applicable

Chairman

applicable

Il Moon
(Outside Director)

applicable

Chairman

applicable

applicable

Chairman
Jung Hyun Choi
(Outside Director)

applicable

* As of January 2023