“Sustainability is now at the heart of business growth. The Board of Directors’ role and responsibility have become essential, more so than ever.
As such, in July 2021, we reconfigured the Governance Committee under the Board as the Sustainability Committee, where we discuss environmental, social and governance agenda. 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 so than ever.
As such, in July 2021, we reconfigured the Governance Committee under the Board as the Sustainability Committee, where we discuss environmental, social and governance agenda. As the Chair of the Board, I am committed to facilitating Samsung Electronics’ global corporate citizenship and sustainable growth.”
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.
IndependenceThe independent director appointment is restricted for individuals engaged in business management, involved with the largest shareholders or with the company and has vested interest, or employed at Samsung Electronics within the last two years.
TransparencyExecutive 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.
ExpertiseIndependent directors are selected among those meeting relevant requirements and equipped with rich knowledge and experience in business management, economics, accounting, law, technology and sustainability management.
DiversityThe independent director candidate appointment 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 DirectorsFor 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, in particular, are selected for their expertise in finance, law, IT, 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 and Article 8 of the Board of Directors Regulations.
If deemed necessary for operations, each director has the right to request the Chair to convene a Board meeting, provided a clearly defined agenda and rationale for the convocation. If the Chair fails to uphold this responsibility without justifiable reason, the respective director 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 BoardThe 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.
Since 2021, our key performance indicators (KPIs) to evaluate executives and business units include
sustainability-related items so that management considers sustainability across the business.
We plan to continually advance our sustainability KPIs and improve our evaluation and compensation system.
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
Reviews sustainability issues with C-suite officers
Held at least every six months, headed by the CEO
Councils by Category
[Planet]
Environmental Management Task Force / EHS Council / Scope 3 Task Force / Eco-Council
[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.
