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Governance Committee homeCORPORATE GOVERNANCE

The ESG Committee is a committee under the board that reviews and deliberates the shareholder value and corporate social responsibility through enhanced governance. The former Governance Committee was renamed as the ESG Committee to reflect the importance of ESG management and engage in ESG management in a more systematic and active way.

Composition

The ESG Committee is comprised of 3 or more directors, of which the majority is independent directors. The chair of the committee is appointed among the committee members by a resolution, as the appointment of dismissal of any committee member is.

  • Currently, the ESG Committee consists of all five independent directors, and the chair of the committee is Independent Director Byung Suk Chung.
ESG Committee
ESG Committee
Byung Suk Chung
(Chair)
Philippe Cochet
(Shareholder Advocate)
Janice Lee Sang Seung Yi
(Shareholder Advocate)
Joong Kyung Choi

Operation

The Governance Committee shall hold meetings once every quarter, but may hold meetings as often as needed. If deemed necessary, the Committee may appoint an outside expert as an adviser for the implementation of research tasks.

Responsibilities

Deliberation and discussion on important managerial matters

  • Merger, division, merger after division, comprehensive exchange/transfer of stocks of the Company
  • Transfer of all or material part of the Company’s business, or acquisition of another company’s business, in whole or in part, which may significantly influence the Company’s business;
  • Acquisition and disposal of treasury shares;
  • Mid/long-term competitiveness improvement plan;
  • Other managerial matters of the Company that have significant effect on the shareholder value.

Recommendation on important policies for improving shareholder value

Deliberation on matters concerning CSR (Corporate Social Responsibility

Review of results of Board of Directors/individual committee evaluations

The shareholder advocate shall gather the opinions of shareholders and report them to the Committee and the BOD

※ Since being appointed as the shareholder advocate in 2015, 44 meetings have been held with institutional investors, analysts and corporate governance advisory by the end of 2019.

  • 12 Korean Institutional investors, 12 foreign institutional investors, 13 analysts, 6 corporate governance advisory, I foreign governance conference

Committee Activities

Committee Activities
Event date Agendas Approved Attendance
2021. 04. 26 1. Operation of External Advisory Group for 2021 Approved 5/5
2. Samsung C&T’s 3-Year Strategic Plan (2021-2023) -
3. Report on Shareholder Advocates’ Activities -
4. Impact of Severe Industrial Accident Act on the Construction Industry -
2021. 01. 22 1. 2021 ESG Plan - 4/4
2. Shareholde Advocate Activity Plan for 2021 -
3. Deliberation of the dividend policy -
Committee Activities
Event date Agendas Approved Attendance
2020. 10. 23 1. Report on Shareholder Advocate Activities - 4/4
2. Discussion on the future direction of the coal project -
2020. 09. 23 1. Review on Vietnam Vung Ang 2 Coal-fired Power Generation Project - 4/4
2020. 07. 20 1. E&C/Fashion, Activities in non-financial areas - 4/4
2. External Donations: 1H Results and 2H Plans -
3. Activities of the Shareholder Advocate -
4. Application of Emission Trading Scheme -
2020. 05. 27 1. Appointment of Shareholder Advocate Approved 4/4
2. Plans for External Expert Pool Operation -
3. Publication of the 2020 Governance Report & CSR Report -
2020. 02. 20 1. Plans for 2020 Non-Financial Performance - 4/4
2. Shareholder Return Policy -
2020. 01. 21 1. 2020 Governance Enhancement Measures Approved 6/6
2. Q4 2019 Report on Shareholder Advocate Activities -
3. Appointment of Additional Shareholder Advocate -
Committee Activities
Event date Agendas Approved Attendance
2019. 10. 22 1. Report on Initial Plan for Enterprise Value Enhancement - 5/3
2. Report on Shareholder Advocate Activities -
2019. 07. 23 1. Report on Evaluation Model for Board and Committees - 6/6
2. Report on Shareholder Advocate Activities -
2019. 04. 24 1. Report on Board/Committee Evaluation Plans - 6/6
2. Report on the Activities of the Shareholder Advocate -
2019. 01. 22 1. Governance Committee Operation Plans for 2019 - 6/6
2. Report on Shareholder Advocate Activities and Plans -
Committee Activities
Event date Agendas Approved Attendance
2018. 10. 23 1. 2018 3Q Report on Shareholder Advocate Activities - 6/6
2018. 07. 25 1. 2018 2Q Report on Shareholder Advocate Activities - 6/6
2. Report on KCGS Governance Evaluation Results -
2018. 04. 25 1. Measure to elect the governance committee chair Approved 6/6
2. Measure to report governance committee operation plans -
3. Report on shareholder rights advocate plans and activity results -
2018. 03. 16 1. Report on the 2018 business plan - 5/6
2. Report on shareholder rights advocate action plan for 2018 -
3. Report on the 2018 operation plan for the board of directors -
2018. 01. 08 1. Review of the dividend policy - 6/6
Committee Activities
Event date Agendas Approved Attendance
2017. 09. 08 1. Measure to appoint an additional shareholder rights advocate Approved 5/6
2. Report on results of 2017 ESG evaluation -
2017. 04. 28 1. Measure to elect the governance committee chair Approved 6/6
2. Suggestion on improving corporate governance -
Committee Activities
Event date Agendas Approved Attendance
2016. 11. 25 1. Report on activity of shareholder rights advocate - 4/6
2. Review on the corporate governance framework and practices for 2016 -
2016. 10. 26 1. Deliberation on disposal of a stake in Cheil Worldwide - 4/6
2016. 06. 20 1. Deliberation on initiation of IPO of Samsung Biologics - 6/6
2. Report on activity of shareholder rights advocate -
2016. 04. 15 1. Report on activity of shareholder rights advocate - 6/6
2. Report on improving governance operations -
3. Report on establishing Samsung C&T corporate governance charter -
2016. 01. 22 1. Deliberation on participation in capital increase by issuing new stocks - 6/6
2. Report on activity of shareholder rights advocate -
3. Report on model cases of governance committees in other firms -
Committee Activities
Event date Agendas Approved Attendance
2015. 10. 30 1. Measure to elect the committee chair Approved 6/6
2. Measure to appoint shareholder rights advocate Approved
3. Measure to report governance committee operations -
4. Measure to report shareholder-friendly policy adoption -

(Former) CSR Committee

Committee Activities
Event date Agendas Approved Attendance
2019. 10. 22 1. Reinforcement Plan for CSR Management System - 2/2
2019. 06. 18 1. Issuance of the 2019 CSR Report - 2/2
2. Report on Selection of Schools for Junior C&T Academy for 2H 2019 -
2019. 04. 23 1. Status of Greenhouse Gas Emissions 2019 and Reduction Plans for 2018 - 2/2
2. Report on Social Contribution Office Activities -
2019. 02. 27 1. 2019 Operation Plans of the Social Contribution Office - 2/2
2019. 01. 23 1. [CSR Based Management] 2018 Results & Plan for 2019 - 2/2
Committee Activities
Event date Agendas Approved Attendance
2018. 10. 18 1. Report on Safety Management by Group - 2/2
2. Report on External Evaluation Response Results -
2018. 07. 25 1. Report on 1st Half CSR Activities and Plans for 2nd Half of 2018 - 2/2
2. Report on CSR Operation Plan by Group -
2018. 01. 12 1. Report on the mid-to-long term strategy for CSR activities - 2/2
2. Report on the results of CSR activities in 2017 -
3. Report on operation plan for the Junior C&T Academy for the 1st half of 2018 -
Committee Activities
Event date Agendas Approved Attendance
2017. 10. 25 1. Report on activities and improvement plan for corporate-wide CSR program - 2/2
2. Report on 2017 CSR assessment result -
2017. 05. 24 1. Report on operation plan for corporate-wide CSR program - 2/2
2. Report on publication of 2017 CSR report -
Committee Activities
Event date Agendas Approved Attendance
2016. 12. 14 1. Report on development of corporate-wide CSR program/brand - 3/3
2. Report on bench-marking result of global leaders in CSR management and CSR action plans in 2017 -
2016. 06. 10 1. Report on publication of Corporate-wide (4 business groups) 2016 CSR report - 3/3
2. Report on CSR action plan for second half of 2016 -
Committee Activities
Event date Agendas Approved Attendance
2015. 12. 10 1. Report on results on first research project (Our company's current CSR level and future plans) - 3/3
2. Report on publication plan of the 2016 CSR report -
2015. 10. 02 1. Measure to elect the committee chair Approved 3/3
2. Report on CSR action plan -
3. Measure to select research projects and appoint advisory committee members Approved

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