Corporate Governance Report 
FY2022 
 
 
 
 
SAMSUNG ELECTRONICS Co., Ltd. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Company has prepared this report in accordance with Article 24-2 of the Enforcement Decree of Disclosure 
Regulations in Securities Markets to provide investors with information regarding the Company’s corporate governance. 
The information in this report is based on the corporate governance status as of December 31, 2022, and changes that 
occurred as of the reporting date are separately stated. Activities related to corporate governance are from January 1, 2022, 
to December 31, 2022. If the Korea Stock Exchange guidelines have set a specific period of time for certain information, 
the information is based on that period. The information for “Core Principle" and "Specific Principle" included in this 
report is based on the guideline set forth by the Korea Exchange.

Table of contents 
Ⅰ. Outline ............................................................................................... 1 
Ⅱ. Corporate governance ....................................................................... 2 
1. Corporate governance policy ........................................................ 2 
2. Shareholders ................................................................................. 4 
(1) Shareholder rights .................................................................... 4 
(2) Equitable treatment of shareholders ....................................... 12 
   3. Board of Directors ....................................................................... 23 
(1) Roles and responsibilities ....................................................... 23 
(2) Board composition .................................................................. 31 
(3) Responsibilities of Independent Directors ............................... 41 
(4) Evaluation of Independent Directors ....................................... 46 
(5) Board operation ...................................................................... 48 
(6) Board committees .................................................................. 54 
   4. Audit system ................................................................................ 62 
(1) Internal audit system .............................................................. 62 
(2) External auditor ...................................................................... 70 
Ⅲ. Other matters related to corporate governance ............................... 72 
Attached. Compliance of corporate governance key indices ................. 74

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(KRW 100 mil) 
Ⅰ 
Outline 
 
 
■ Company name: Samsung Electronics Co., Ltd. (SEC) 
 
■ Report supervisor:  Tae-gyu Kang, IR Team 
- Phone: +82-2-2255-9000 
- Email: irteam@samsung.com 
 
   Deputy supervisor: Joo-hyun Park, IR Team 
- Phone: +82-31-277-6175 
- Email: j47.park@samsung.com 
 
■ Base date: Dec 31, 2022 (last day of the previous fiscal year of disclosure of report) 
 
■ Company outline 
The major shareholder and 
others 
Samsung Life Insurance and 14 
others (including affiliates and 
foundations established with SEC 
contributions) 
Portion of shares owned by 
major shareholders, etc. 
20.74% 
Portion of shares owned by 
minority shareholders 
66.87% 
Category of business 
(finance/non-finance) 
Non-finance 
Main products 
Electric and electronic 
products 
Belonging to enterprise group in 
accordance with the Monopoly 
Regulation and Fair Trade Act  
Yes 
Subject to Act on the 
Management of Public 
Institutions 
No 
Name of enterprise group 
Samsung 
Financial information highlights 
 
FY2022 
FY2021 
FY2020 
Consolidated revenue 
3,022,314 
2,796,048 
2,368,070 
Consolidated operating profit 
433,766 
516,339 
359,939 
Consolidated profit from 
continuing operations 
556,541 
399,075 
264,078 
Consolidated net profit 
556,541 
399,075 
264,078 
Consolidated total assets 
4,484,245 
4,266,212 
3,782,357 
Separate total assets 
2,600,838 
2,511,122 
2,296,644 
Portion of shares data as of the reporting date (December 31, 2022)

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Ⅱ 
Corporate Governance 
 
 
1. Corporate Governance Policy 
(1) Governance principles and policies 
Aiming to be a global leader that grows along with people and local communities, Samsung Electronics Co., 
Ltd. (the Company) operates with a philosophy that states: “We will devote our human resources and 
technology to create superior products and services, thereby contributing to a better global society.” 
Our corporate governance is structured and managed in a transparent manner in accordance with applicable 
legal procedures. The members of the Board of Directors (the Board) are elected by resolution at a general 
meeting of shareholders and consist of five Executive Directors and six Independent Directors as of the 
reporting date. Executive Directors are elected from candidates recommended by the Board. For 
Independent Directors, the Independent Director Recommendation Committee, which consists entirely of 
Independent Directors, recommends candidates through a separate procedure to ensure a more deliberate 
and objective consideration. Information regarding the candidates is provided in detail to shareholders before 
a general meeting in the form of reference material, convocation notice, and letter before they are elected on 
the day of annual general meeting (AGM) through shareholder approval. 
The Board is structured in a way that ensures independent decisions and judgements to promote Company 
growth and shareholder rights and interests. In order to enhance independence, Independent Directors 
comprise the majority of the Board, and they hold meetings that exclude the Company’s management 
members to ensure candid and objective discussions.  
We have been working continually to improve our governance: revisions to the Company’s Articles of 
Incorporation and regulations of the Board of Directors in March 2016 allowed any Director—not just the 
CEOs—to be appointed as Chairman, and in March 2018, the Board elected a Chairman who was not a 
CEO. The revisions were designed to enable Executive Directors to better concentrate on management 
activities and strengthen the Board’s check on management. In March 2020, an Independent Director was 
elected as the Chairman of the Board, further enhancing the independence and transparency of the Board, 
and in March 2022, the new Chairman was also appointed from among Independent Directors. 
Meanwhile, we have strengthened our institutional system, allowing us to avoid conflicts of interest and 
prevent self-interests from influencing Board decisions. Article 398 of the Commercial Act limits transactions 
between a Director and the Company, and, in accordance with Article 9 of the Regulations of the Board of 
Directors, a Director is prohibited from exercising voting rights in cases where he or she has a special 
interest in or even a possibility of a conflict of interest with the Company.  
In a rapidly changing business environment, Director expertise is essential as the Board is constantly 
required to make strategic decisions. The Company’s mainstay business Divisions—Device eXperience (DX) 
and Device Solutions (DS)—are each headed by a leading professional in the relevant field; and each head 
also participates on the Board and practices responsible management as CEO. In 2022, along with the 
CEOs, President and Head of Mobile eXperience (MX) Business Tae-moon Roh, President and CFO Hark-
kyu Park, and President and Head of Memory Business Jung-bae Lee were appointed as Executive 
Directors based on their expertise and management and leadership capabilities. The Board needs diverse 
perspectives in order to make broad decisions. Independent Directors leverage their expertise and skills from 
various fields—such as finance, law, IT, ESG, investment, environment, energy, and international trade—to 
contribute to the Board’s informed and objective decision-making process.  
Detailed information regarding our corporate governance is available on our website 
(https://www.samsung.com/global/ir) and in our business reports (https://www.samsung.com/global/ir/
reports-disclosures/business-report/).

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(2) Our corporate governance 
A. Ensuring responsible management through the participation of business representatives on the 
     Board 
In the rapidly changing IT industry, prompt and strategic decision making is required to remain competitive. 
Under such an environment, the Company needs Directors who have a high-level of expertise and fully 
understand our businesses. Accordingly, the Board appoints the heads of the DX Division and the DS 
Division as Executive Directors to participate in the decision-making process. Having expert, highly-
experienced key executives from each business on the Board enables a comprehensive and long-term 
approach to decision making, and with heads of the business divisions taking CEO positions, we are 
practicing responsible management. Meanwhile, our Independent Directors backed by their abundant 
expertise in various fields, supervise the activities of management and Executive Directors alike and offer 
objective advice.  
 
B. Enhancing the Board’s efficiency through the delegation of authorities 
The Board makes resolutions on matters provided for by the relevant laws and regulations or the Articles of 
Incorporation, matters delegated by a general meeting of shareholders, as well as on important matters 
concerning basic policies and execution of the Company’s business. While some matters require the review 
and resolution of the entire Board, others can be reviewed more efficiently by committees of the Board 
equipped with expertise in the relevant field. The Board has delegated specific responsibilities to six 
committees, in accordance with Article 28-2 of the Articles of Incorporation and Article 11-2 of the 
Regulations of the Board of Directors, in order to enhance its operational efficiency. Agendas approved by 
committees of the Board are immediately reported to all Directors, and if deemed necessary, each Director 
may request the Chairman to call for a board meeting to put the resolutions approved by the committee 
(excluding the Audit Committee) forward for a vote at a meeting of the Board. 
 
C. Improving supervision via committees composed of a majority of Independent Directors 
As the Company’s business continues to evolve, the Board constantly faces increasingly complex and varied 
managerial matters. In response, the Board has expanded its responsibilities and established new 
committees (such as the Related Party Transactions Committee, Compensation Committee, and 
Sustainability Committee) to delegate the new roles. These committees consist entirely of Independent 
Directors, and they make independent and objective decisions and expand their responsibility to supervise 
management from a diverse perspective. In particular, the CSR Committee (currently the Sustainability 
Committee) has commissioned research groups (e.g., Corporate Ecosystem Development Research Group, 
Environmental Safety Research Group) led by Independent Directors to collaborate with outside experts to 
provide the Company with applicable advice. The Committee in April 2017 was reorganized, expanded to the 
Governance Committee to further conduct the role of reviewing matters related to enhancing shareholder 
value. In July 2021, the Committee was reorganized and expanded once again, with the resultant 
Sustainability Committee tasked with strengthening the Board’s role in sustainability management, including 
ESG. The Board will continue its efforts to find new ways to further enhance the Company.

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2. Shareholders  
(1) Shareholder rights 
(Core Principle 1) Shareholder rights 
■ Shareholders should have timely access to all information that is necessary to exercise their rights in a 
legitimate process.  
1) General meeting of shareholders 
(Specific Principle 1-①) Corporations should provide timely access to information for shareholders 
concerning the date, location, agenda, etc., of general meetings prior to the meeting. 
A. Summary of general meetings 
The 54th Annual General Meeting of Shareholders (AGM) took place at am 9:00 on March 15, 2023 in 
Suwon (where the Company’s headquarters is located) at the Suwon Convention Center. Agenda items at 
the AGM included the approval of 2022 financial statements, appointment of Executive Directors Jong-hee 
Han, and approval of remuneration limit for Directors, all of which were approved as submitted. The following 
is a summary of recent shareholders meetings.

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<General meetings in the last three years> 
 
The 52nd AGM 
The 53rd AGM 
EGM (November 2022) 
The 54th AGM 
Date of 
resolution on 
convocation 
Feb 16, 2021 
Feb 15, 2022 
Sep 01, 2022 
Feb 14, 2023 
Date of 
convocation 
notice 
Feb 16, 2021 
Feb 15, 2022 
Oct 05, 2022 
Feb 14, 2023 
Date of meeting Mar 17, 2021 
Mar 16, 2022 
Nov 03, 2022 
Mar 15, 2023 
Days between 
convocation 
notice and AGM 
29 days 
29 days 
29 days 
29 days 
Location of 
meeting 
Convention Hall 
(3F)/Exhibition Hall (1F), 
Suwon Convention Center, 
Suwon, Gyeonggi Province 
Convention Hall 
(3F)/Exhibition Hall (1F), 
Suwon Convention Center, 
Suwon, Gyeonggi Province 
Concert Hall, Samsung 
Electronics Leadership 
Center, Yongin, Gyeonggi 
Province 
Convention Hall 
(3F)/Exhibition Hall (1F), 
Suwon Convention Center, 
Suwon, Gyeonggi Province 
Reference 
material delivery 
method 
Convocation notice on 
electronic disclosure system, 
convocation letter (sent out to 
all shareholders), newspaper 
notice, etc. 
Convocation notice on 
electronic disclosure system, 
convocation letter (sent out to 
shareholders who hold more 
than 1% of the shares 
outstanding)/letter of notice 
(sent out to all shareholders), etc. 
Convocation notice on 
electronic disclosure system, 
convocation letter (sent out to 
shareholders who hold more 
than 1% of the shares 
outstanding), etc. 
Convocation notice on 
electronic disclosure system, 
convocation letter (sent out to 
shareholders who hold more 
than 1% of the shares 
outstanding), etc. 
Notice method 
for non-Korean 
shareholders 
IR English website, English 
disclosure at respective 
websites for the Korea 
Exchange, London Stock 
Exchange and Luxembourg 
Stock Exchange  
IR English website, English 
disclosure at respective 
websites for the Korea 
Exchange, London Stock 
Exchange, and Luxembourg 
Stock Exchange 
IR English website, English 
disclosure at respective 
websites for the Korea 
Exchange, London Stock 
Exchange, and Luxembourg 
Stock Exchange 
IR English website, English 
disclosure at respective 
websites for the Korea 
Exchange, London Stock 
Exchange, and Luxembourg 
Stock Exchange 
Board members 
present 
11 of 11 
11 of 11 
8 of 9 
10 of 11 
Audit 
Committee 
members 
present 
3 of 3 
3 of 3 
2 of 3 
3 of 3 
Shareholder 
remarks 
 14 retail shareholders 
commented 
 Key remarks 
- Question on current 
business issues and 
business strategies 
- Question on work 
environment 
- Complaint on a product 
- Question on dividend 
policy 
- Question on recruitment 
plans 
- Question on operation of 
the Board and 
Committees 
- Question on the reasons 
behind the appointment 
of Directors 
- Support for agendas 
 24 retail shareholders 
commented 
 Key remarks 
- Question on current 
business issues and 
business strategies 
- Complaint on quality and 
marketing issues 
- Question on dividend 
policy 
- Question on the reasons 
behind the appointment 
of Directors 
- Question on plans for 
product launch 
- Question on labor-
management culture 
- Question on operation of 
the Board and 
Committees 
- Question on 
environment-friendly 
management policies 
 2 retail shareholders 
commented 
 Key remarks 
- Question on the reasons 
behind the earlier-than-
required appointment of 
Independent Directors 
- Question on the roles of 
the newly appointed 
Directors of the Board 
 16 retail shareholders 
commented 
 Key remarks 
- Question on current 
business issues and 
business strategies 
- Question on 
dividend/shareholder 
return policy 
- Question on promotion of 
new businesses and 
future plans 
- Question on the 
Company’s position and 
countermeasures to the 
US CHIPS and Science 
Act 
- Question on 
environment-friendly 
management policies 
- Support for agendas

- 6 - 
 
B. Provision of AGM information  
The Company discloses general information regarding the AGM, including the date, location, and agenda 
items, on the electronic disclosure system of the Financial Supervisory Service (FSS) at least four weeks 
prior to the meeting to allow shareholders to fully review the agenda before exercising their voting rights. 
Previously, the AGM convocation notice had been sent to all shareholders in written form two weeks prior to 
the AGM. Starting from the 53rd AGM, the Company, pursuant to Article 542-4 of the Commercial Act and 
Article 17-3 of the Articles of Incorporation, disclosed the convocation notice on electronic disclosure system 
for shareholders holding less than 1% of the total issued shares with voting rights; and sent the convocation 
letter at least two weeks prior to the AGM for shareholders holding more than 1% of the total issued shares. 
In addition, in accordance with the revised Enforcement Decree of the Commercial Act, Business Report and 
Auditor’s Report are updated at least one week prior to the AGM on the DART system and on the IR website. 
Thus, we provide our shareholders with detailed information to enhance their understanding of the AGM 
agenda. For the 54th AGM, the information was offered via convocation notice four weeks prior to the AGM 
to allow shareholders to fully review the agenda. 
2) Shareholder participation 
(Specific Principle 1-②) The Company should encourage shareholder participation as much as possible 
and ensure shareholders can propose their opinions. 
 
A. Exercising voting rights  
For the past three years, the date of our AGM has not coincided with general meeting concentration dates to 
ensure greater participation of our shareholders.  
 
 
The 52nd AGM 
The 53rd AGM 
The 54th AGM 
General meeting 
concentration dates 
March 26/30/31, 2021 
March 25/30/31, 2022  
March 24/30/31, 2023  
AGM date 
March 17, 2021 
March 16, 2022 
March 15, 2023 
Avoided concentration date 
Yes 
Yes 
Yes 
Mail-in voting 
No 
No 
No 
Electronic voting 
Yes 
Yes 
Yes 
Proxy voting solicitation 
Yes 
Yes 
Yes 
 
The Company does not allow mail-in voting. However, the Board in January 2020 resolved to adopt 
electronic voting to enable shareholders to more conveniently exercise their voting rights. Electronic voting 
has been available from the 51st AGM held in March 2020. In addition, the Company recommends the 
granting of proxies by distributing letter of attorney via various means—e.g., direct distribution, mail or fax, 
uploading the letter of attorney on the IR website (https://www.samsung.com/sec/ir), and sending the letter of 
attorney through email. 
In the 53rd and 54th general meetings, shareholders exercised voting rights directly, by proxy, or by 
electronic voting. The Company discloses the number of votes for and against each agenda item on the 
website immediately following the AGM to enhance transparency. The results of the voting are as follows:

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<Voting results of agenda items in the 54th AGM (March 15, 2023)> 
Agenda item 
Type of 
resolutio
n 
Details 
Result 
Shares with 
voting rights 
Total votes 
Shares for 
Shares against or 
abstained 
1 
Ordinary 
Approval of FY22 
financial statements, 
including statement of 
financial position, 
income statement, and 
statement for disposal 
of retained earnings 
Approved 
5,365,951,641 
3,935,710,407 
3,916,293,020 
(99.51%) 
19,417,387 
(0.49%) 
2 
Ordinary 
Appointment of Jong-
hee Han as an 
Executive Director 
Approved 
5,636,153,919 
4,206,567,016 
4,103,136,553 
(97.54%) 
103,430,463 
(2.46%) 
3 
Ordinary 
Approval of 
remuneration limit for 
directors 
Approved 
5,635,951,641 
3,935,716,655 
3,906,420,370 
(99.26%) 
29,296,285 
(0.74%) 
<Voting results of agenda items in the 54th EGM (November 03, 2022)> 
Agenda item 
Type of 
resolutio
n 
Details 
Result 
Shares with 
voting rights 
Total votes 
Shares for 
Shares against or 
abstained 
1 
1-1 
Ordinary 
Appointment of Eun-
Nyeong Heo as an 
Independent Director 
Approved 
5,365,284,999 
4,186,880,410 
3,696,556,302 
(88.29%) 
490,324,108 
(11.71%) 
1-2 
Ordinary 
Appointment of Myung-
Hee Yoo as an 
Independent Director 
Approved 
5,365,284,999 
4,186,880,410 
4,155,521,157 
(99.25%) 
31,319,253 
(0.75%)

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<Voting results of agenda items in the 53rd AGM (March 16, 2022)> 
Agenda item 
Type of 
resolution 
Details 
Result 
Shares with 
voting rights 
Total votes 
Shares for 
Shares against or 
abstained 
1 
Ordinary 
Approval of FY21 
financial statements, 
including statement of 
financial position, 
income statement, and 
statement for disposal 
of retained earnings 
Approved 
5,372,291,434 4,158,978,735 
4,128,612,994 
(99.27%) 
30,365,741 
(0.73%) 
2-1 
2-1-1 Ordinary 
Appointment of Han-jo 
Kim as an Independent 
Director 
Approved 
5,616,725,387 4,403,374,461 
3,061,624,473 
(69.53%) 
1,341,749,988 
(30.47%) 
2-1-2 Ordinary 
Appointment of Wha-jin 
Han as an Independent 
Director 
Approved 
5,616,725,387 4,403,365,913 
4,390,610,713 
(99.71%) 
12,755,200 
(0.29%) 
2-1-3 Ordinary 
Appointment of Jun-
sung Kim as an 
Independent Director 
Approved 
5,616,725,387 4,403,362,643 
4,301,085,196 
(97.68%) 
102,277,447 
(2.32%) 
2-2 
2-2-1 Ordinary 
Appointment of Kye-
hyun Kyung as an 
Executive Director 
Approved 
5,616,725,387 4,403,304,505 
3,801,822,604 
(86.34%) 
601,481,901 
(13.66%) 
2-2-2 Ordinary 
Appointment of Tae-
moon Roh as an 
Executive Director 
Approved 
5,616,725,387 4,403,299,611 
4,313,602,631 
(97.96%) 
89,696,980 
(2.04%) 
2-2-3 Ordinary 
Appointment of Hark-
kyu Park as an 
Executive Director 
Approved 
5,616,725,387 4,403,299,869 
3,791,570,612 
(86.11%) 
611,729,257 
(13.89%) 
2-2-4 Ordinary 
Appointment of Jung-
bae Lee as an 
Executive Director 
Approved 
5,616,725,387 4,403,291,665 
4,317,038,113 
(98.04%) 
86,253,552 
(1.96%) 
2-3 
2-3-1 Ordinary 
Appointment of Han-jo 
Kim as an Audit 
Committee member 
Approved 
5,190,052,876 3,976,616,516 
2,968,145,202 
(74.64%) 
1,008,471,314 
(25.36%) 
2-3-2 Ordinary 
Appointment of Jeong 
Kim as a member of 
Audit Committee 
Approved 
5,190,052,876 3,976,616,516 
2,960,941,724 
(74.46%) 
1,015,674,792 
(25.54%) 
3 
Ordinary 
Approval of 
remuneration limit for 
directors 
Approved 
5,372,291,434 4,158,855,020 
4,082,721,581 
(98.17%) 
76,133,439 
(1.83%)

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B. Measures to encourage shareholder participation in AGM 
The Company discloses a convocation notice (via electronic disclosure system) of the AGM four weeks prior 
to the event—earlier than what is required by relevant regulations, including the Commercial Act—to ensure 
shareholders are fully informed about the AGM and its agenda.  
Moreover, we avoid shareholder meeting concentration dates, which are published by the Korea Listed 
Companies Association, to ensure higher shareholder participation at the AGM. From March 2020, we 
started using electronic voting so that shareholders can exercise their rights remotely. 
We will continue to do our utmost to engage with our shareholders, including through increased AGM 
participation and exercising of voting rights. At the same time, we will continue to respect shareholders’ 
opinions and consider them in our decision-making process. 
3) Shareholder proposals 
(Specific Principle 1-③) The Company should ensure shareholders can propose general meeting agenda 
items conveniently. Shareholders should be able to freely ask questions and receive explanations 
regarding shareholder suggested meeting agendas. 
 
A. Shareholder right to propose agenda items 
In accordance with Article 363-2 and Article 542-6 Paragraph 2 of the Commercial Act, shareholders holding 
3% or more of the shares outstanding or shareholders holding 0.5% or more of the shares outstanding 
(excluding shares not carrying voting rights) over the previous six months have the right to propose agenda 
items for a general meeting of shareholders via written or electronic form at least six weeks prior to a 
shareholders’ meeting or six weeks prior to the day and month of the previous fiscal year’s AGM in the case 
of an AGM.  
Unless the content of a shareholder proposal is against the law or Articles of Incorporation, or it falls under 
one of the subparagraphs in Article 12 (Rejection of Shareholders’ Proposals) of the Enforcement Decree of 
the Commercial Act, the Board shall include the proposal as part of the AGM agenda to be announced via 
convocation notice. Upon request by the shareholder, key points of the proposal shall also be included in the 
convocation notice. At the AGM, the shareholder will be given an opportunity to present the details on the 
agenda item he or she proposed.  
The Board of Directors Office is responsible for tasks related to agenda proposals by shareholders. Once a 
proposal is submitted, the shareholder will be identified, a legal review will be conducted, and then a letter or 
electronic notice will be sent to the shareholder to verify submission. 
Information on shareholder proposals is available on our website 
(https://www.samsung.com/global/ir/governance-csr/general-meeting-of-shareholders/). 
In the last three years, there have been no shareholder proposals. Therefore, details on implementations of 
shareholder proposal-related activities are not included in this document. Also, there have not been any 
public statements from institutional investors regarding stewardship activities in the recent three years. 
 
B. Providing information on shareholder right to propose agenda 
The Company strives to protect shareholder rights. As part of Company efforts, the general process for 
proposing an agenda item is posted on our website to ensure shareholders are well informed of their rights to 
conveniently express their opinions to management. The right to propose agenda items will continue to be 
safeguarded: the Company will review all proposals from a legal perspective, follow due process, and if 
appropriate submit them as an agenda item for the AGM. 
4) Shareholder return policy  
(Specific Principle 1-④) Corporations should establish a mid- to long-term shareholder return policy and 
relevant plans, which includes those for dividends, and provide the information to shareholders.  
A. Shareholder return policy and relevant plans 
In addition to strengthening our product and business competitiveness, we work to enhance shareholder 
value via shareholder returns. In October 2017, we announced our shareholder return program for the 
coming three-year period (i.e., 2018–2020), increasing predictability of the scale of our shareholder return 
activities. Under this policy, we returned 50% of our total free cash flow for the three-year period, which 
included regular dividends of KRW 28.9 trillion (KRW 9.6 trillion/year) and a special dividend of KRW 10.7 
trillion that was paid out with the end-year dividend for 2020. In January 2021, we announced the 
shareholder return policy for the three-year term from 2021 to 2023, and we plan to keep the shareholder

- 10 - 
 
return pool at 50% of the annual free cash flow in line with the policy. The annual, regular dividend has been 
increased to KRW 9.8 trillion, so increased dividends (compared to the previous policy) have been paid from 
1Q21. Also, if a significant amount of expected return has been generated, we will actively consider 
executing a portion of it at the close of each year’s results.  
For reference, the Company started distributing quarterly dividends from 1Q17 to enhance shareholder value 
by providing a consistent amount of dividends throughout the year. 
When establishing return policies, distributing dividends, or repurchasing shares, we immediately disclose 
the information to our shareholders and also provide details via earnings calls and our website. Additionally, 
we provide information on shareholder return by uploading the Letter to Shareholders on the IR website, and 
shareholders can conveniently check their dividends on a dividend-check service, which can be accessed via 
the Company’s mobile app. 
B. Information on shareholder return policy 
We are working to ensure that shareholders are well informed on our shareholder return policy, which aligns 
with our efforts to protect shareholder rights. The Company will continue to do our best to keep shareholders 
up-to-date. 
5) Shareholder return status 
(Specific Principle 1-⑤) Shareholders’ rights to receive dividends in accordance with shareholder return 
policy and relevant plans should be respected.  
 
A. Dividend payouts 
Despite the challenging domestic and global business environment, Samsung paid regular, annual dividends 
of KRW 9.6 trillion according to the shareholder return policy for the three-year term from 2018 to 2020. In 
2020, the last year of the three-year term, a special dividend of KRW 10.7 trillion (KRW 1,578 per share) was 
paid with the end-year dividend for 2020 as part of the policy. Since 2021, we have been distributing regular, 
annual dividends worth KRW 9.8 trillion in accordance with the policy for the three-year term from 2021 to 
2023. The specifics of distributions over the last three years are shown below.  
(KRW) 
Year 
Settlement 
month 
Share 
type 
Stock 
dividend 
Cash dividend 
 
Dividend per share 
Total dividends 
Yield* 
Payout ratio 
Consolidated 
Separate 
2022 
December 
Common 
- 
1,444 
8,620,366,022,200 
2.5% 
17.9% 
38.6% 
Preferred 
- 
1,445 
1,189,071,281,500 
2.7% 
2021 
December 
Common 
- 
1,444 
8,620,366,002,200 
1.8% 
25.0% 
31.7% 
Preferred 
- 
1,445 
1,189,071,281,500 
2.0% 
2020 
December 
Common 
- 
2,994 
17,873,528,954,700 
4.0% 
78.0% 
130.2% 
Preferred 
- 
2,995 
2,464,545,666,500 
4.2% 
Yield is based on the average closing price of the week prior to 2 days before the date of record. 
 
The Company has not distributed unequal dividends in the recent three years. We distributed interim dividends 
until 2016 and started distributing quarterly dividends from 2017. Details are shown in the following table:

- 11 - 
 
(KRW) 
Year 
Quarter 
Share type 
Dividend 
per share 
Total dividend 
Date of 
Board resolution 
Face value 
2022 
1Q 
Common 
361 
2,155,091,500,550 
Apr 28, 2022 
100 
Preferred 
361 
297,062,098,700 
2Q 
Common 
361 
2,155,091,500,550 
Jul 28, 2022 
Preferred 
361 
297,062,098,700 
3Q 
Common 
361 
2,155,091,500,550 
Oct 27, 2022 
Preferred 
361 
297,062,098,700 
4Q 
Common 
361 
2,155,091,500,550 
Jan 31, 2023 
Preferred 
362 
297,884,985,400 
2021 
1Q 
Common 
361 
2,155,091,500,550 
Apr 29, 2021 
100 
Preferred 
361 
297,062,098,700 
2Q 
Common 
361 
2,155,091,500,550 
Jul 29, 2021 
Preferred 
361 
297,062,098,700 
3Q 
Common 
361 
2,155,091,500,550 
Oct 28, 2021 
Preferred 
361 
297,062,098,700 
4Q 
Common 
361 
2,155,091,500,550 
Jan 27, 2022 
Preferred 
362 
297,884,985,400 
2020 
1Q 
Common 
354 
2,113,303,022,700 
Apr 29, 2020 
100 
Preferred 
354 
291,301,891,800 
2Q 
Common 
354 
2,113,303,022,700 
Jul 30, 2020 
Preferred 
354 
291,301,891,800 
3Q 
Common 
354 
2,113,303,022,700 
Oct 29, 2020 
Preferred 
354 
291,301,891,800 
4Q 
Common 
1,932 
11,533,619,886,600 
Jan 28, 2021 
Preferred 
1,933 
1,590,639,991,100 
 
B. Determining shareholder return amount 
We strive to enhance shareholder value through proactive shareholder returns, which includes dividends. We 
determine the dividend amount based on overall aspects of our business, including results achieved through 
our differentiated technology, strategic investments for sustainable growth, and cash flow. The Company will 
continue to strive to protect shareholder value via sustainable growth and appropriate shareholder return 
policies.

- 12 - 
 
(2) Equitable treatment of shareholders  
(Core Principle 2) Equitable treatment of shareholders 
■ All shareholders should be provided equal voting rights in accordance with the type and number of their 
shares. Corporations should make efforts to build a system that makes corporate information available to 
all shareholders equally. 
1) Equitable provision of information 
(Specific Principle 2-①) Shareholders’ voting rights should not be violated. Corporations should provide 
sufficient information in a timely and equal manner to all shareholders. 
 
A. Issued shares and categories of shares 
The number of authorized shares in accordance with our Articles of Incorporation is 25 billion, including 5 
billion preferred shares. The total number of shares outstanding as of the reporting date was 6,792,669,250, 
including 5,969,782,550 common shares and 822,886,700 preferred shares. The issuance ratios of common 
shares and preferred shares are 29.85% and 16.46%, respectively.  
Preferred shares do not carry voting rights and receive an annual cash dividend that is 1% higher than 
common shares do based on face value. If dividends are not distributed for common shares, preferred 
shares may not receive dividends. In the past three years, a general meeting of a specific class of 
shareholders has not been held as the requirements for convocation have not been met. 
 
Share type 
Number of authorized shares 
Number of issued shares* 
Issuance ratio 
Note 
Common 
20,000,000,000 
5,969,782,550 
29.85% 
- 
Preferred 
5,000,000,000 
822,886,700 
16.46% 
- 
*As of December 31, 2022 
 
B. Voting rights 
We continue to work to ensure our shareholders receive fair treatment and the rights of minority 
shareholders are protected. The Company adheres to the one-share-one-vote rule and strives to secure 
equitable voting rights in accordance with the Commercial Act and relevant laws. 
 
C. Communication with shareholders  
(i) Investors Relations (IR) events 
The Company holds earnings conference calls at the end of January, April, July, and October to report its 
financial results for the preceding year, first quarter, second quarter and third quarter, respectively. Also, we 
conduct our Investor Forum at least once a year to help shareholders better understand our business by 
providing information in areas of high investor interest.  
In addition, we continue to engage in and strengthen communication with our shareholders by participating in 
IR events such as conferences organized by brokerages, investor meetings, etc. Information on IR events 
from the beginning of FY21 up to the disclosure date is presented below and is also available our website 
(https://www.samsung.com/global/ir/ir-events-presentations/events/). 
From the start of FY21 to the disclosure date, we held no official events with minority shareholders that 
enabled direct conversations, but we have maintained communication through various means. First, we 
provide live webcasts of key events, such as earnings conference calls and our Investor Forum, for minority 
shareholders to listen to. In addition, we actively communicate with minority shareholders, including by 
assigning an employee exclusively responsible for taking phone calls from minority shareholders, disclosing 
an email address (on our website) dedicated to answering questions, and opening a method to collect 
questions on our website before key events. 
 
Date 
Participants 
Form 
Contents 
Note 
2023 
May 29–30 
Domestic institutional investors Broker Conference 
Business performance 
and outlook 
Hana Securities 
Conference 
May 25–26 
Foreign institutional investors 
Broker Conference 
Business performance 
and outlook 
Samsung Securities 
Conference

- 13 - 
 
Date 
Participants 
Form 
Contents 
Note 
May 24–25 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
GS Conference 
May 16–17 
Foreign institutional investors 
Broker Conference 
Business performance 
and outlook 
BoAML Conference 
Apr 27–May 2 Domestic institutional investors NDR 
Business performance 
and outlook 
Domestic roadshow 
Apr 27 
Domestic/foreign institutional 
investors 
Conference call 
1Q23 Business results 
and Q&A 
1Q23 earnings release 
Mar 29 
Foreign institutional investors 
Conference call 
Business 
performance 
and outlook 
CIMB Conference 
Mar 20–23 
Foreign institutional investors 
Broker Conference 
Business 
performance 
and outlook 
CS Conference 
Mar 17 
Domestic institutional investors Conference call 
Business 
performance 
and outlook 
KB Securities Conference 
Mar 15–17 
Foreign institutional investors 
Broker Conference 
Business 
performance 
and outlook 
BoAML Conference 
Mar 9 
Foreign institutional investors 
Broker Conference 
Business 
performance 
and outlook 
Citi Conference 
Mar 2–3 
Foreign institutional investors 
Broker Conference 
Business 
performance 
and outlook 
Daiwa Conference 
Feb 23–24 
Foreign institutional investors 
Broker Conference 
Business 
performance 
and outlook 
JP Conference 
Feb 15 
Foreign institutional investors 
Conference call 
Business 
performance 
and outlook 
GS Conference 
Feb 2–10 
Foreign institutional investors 
NDR 
Business 
performance 
and outlook 
Overseas roadshow 
Jan 31–Feb 1 
Domestic institutional investors NDR 
Business 
performance 
and outlook 
Domestic roadshow 
Jan 31 
Domestic/foreign institutional 
investors 
Conference call 
4Q22 Business results 
and Q&A 
4Q22 earnings release 
2022 
Dec 8–9 
Foreign institutional investors 
NDR 
Business performance 
and outlook 
Overseas roadshow 
Nov 28–Dec 2 Foreign institutional investors 
NDR 
Business performance 
and outlook 
Overseas roadshow 
Nov 23 
Domestic institutional investors Broker Conference 
Business 
performance 
and outlook 
Yuanta Conference 
Nov 16–17 
Foreign institutional investors 
Broker Conference 
Business 
performance 
and outlook 
MS Conference 
Nov 15 
Domestic/foreign institutional 
investors 
Investors Forum 
Business 
performance 
and outlook 
2022 Investors Forum 
Nov 14 
Domestic institutional investors Broker Conference 
Business 
performance 
and outlook 
Shinhan Securities 
Conference 
Nov 10 
Foreign institutional investors 
Conference call 
Business 
performance 
and outlook 
JP Conference 
Nov 7–11 
Foreign institutional investors 
NDR 
Business 
performance 
and outlook 
Korea Investment & 
Securities Conference 
Nov 1–4 
Domestic institutional investors Conference call 
Business 
performance 
and outlook 
Samsung Securities 
Conference 
Oct 27–28 
Domestic institutional investors NDR 
Business 
performance 
and outlook 
Domestic roadshow 
Oct 27 
Domestic/foreign institutional 
investors 
Conference call 
3Q22 Business results 
and Q&A 
3Q22 earnings release 
Sep 26 
Domestic institutional investors Conference call 
Business 
performance 
and outlook 
eBEST Investment & 
Securities Conference

- 14 - 
 
Date 
Participants 
Form 
Contents 
Note 
Sep 21 
Foreign institutional investors 
Conference call 
Business 
performance 
and outlook 
Nomura Conference 
Sep 19–23 
Foreign institutional investors 
NDR 
Business 
performance 
and outlook 
Overseas roadshow 
Sep 16 
Foreign institutional investors 
Conference call 
Business 
performance 
and outlook 
HSBC Conference 
Sep 14 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
CLSA Conference 
Sep 8 
Foreign institutional investors 
Conference call 
Business 
performance 
and outlook 
CS Conference 
Sep 6–7 
Domestic institutional investors Broker Conference 
Business 
performance 
and outlook 
KB Securities Conference 
Sep 2 
Foreign institutional investors 
Broker Conference 
Business 
performance 
and outlook 
CS Conference 
Sep 1 
Foreign institutional investors 
Conference call 
Business 
performance 
and outlook 
JP Conference 
Aug 29–Sep 2 Foreign institutional investors 
NDR 
Business 
performance 
and outlook 
Overseas roadshow 
Aug 25–26 
Foreign institutional investors 
NDR 
Business 
performance 
and outlook 
Overseas roadshow 
Aug 23 
Domestic institutional investors Conference call 
Business 
performance 
and outlook 
Mirae Asset Securities 
Conference 
Aug 18 
Domestic institutional investors Conference call 
Business 
performance 
and outlook 
Samsung Securities 
Conference 
Jul 28– 
Aug 5 
Domestic/foreign institutional 
investors 
NDR 
Business 
performance 
and outlook 
Domestic/Overseas 
roadshow 
Jul 28 
Domestic/foreign institutional 
investors 
Conference call 
2Q22 Business results 
and Q&A 
2Q22 earnings release 
Jun 23 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
UBS Conference 
Jun 15 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
GS Conference 
Jun 10 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
Nomura Conference 
Jun 8–10 
Foreign institutional investors 
Broker Conference 
Business performance 
and outlook 
Citi Conference 
May 23-27 
Foreign institutional investors 
Broker Conference 
Business performance 
and outlook 
Daiwa Conference 
May 17 
Foreign institutional investors 
Broker Conference 
Business performance 
and outlook 
Korea Investment & 
Securities Conference 
May 9–13 
Foreign institutional investors 
NDR 
Business performance 
and outlook 
Overseas roadshow 
Apr 28–29 
Domestic institutional investors Conference call 
Business performance 
and outlook 
Domestic roadshow 
Apr 28 
Domestic/foreign institutional 
investors 
Conference call 
1Q22 Business results 
and Q&A 
1Q22 earnings release 
Mar 30 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
CS Conference 
Mar 24 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
BoAML 
Conference 
Mar 8 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
Daiwa 
Conference 
Mar 3 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
Citi Conference 
Feb 25 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
JP Conference

- 15 - 
 
Date 
Participants 
Form 
Contents 
Note 
Feb 15 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
GS Conference 
Feb 3–10 
Foreign institutional investors 
Conference call 
Business performance 
and outlook 
Overseas roadshow 
Jan 27–28 
Domestic institutional investors Conference call 
Business performance 
and outlook 
Domestic roadshow 
Jan 27 
Domestic/foreign institutional 
investors 
Conference call 
4Q21 Business results 
and Q&A 
4Q21 earnings release 
 
(ii) IR website 
To meet increasing shareholder demand for information, we provide a wide range of in-depth IR material to 
enhance the understanding of and confidence in the Company. We have worked to increase ease of access 
to necessary and useful information via our user-friendly website, which provides details on public 
disclosures, IR events, financial information, stock information, ESG, etc. Also, our Articles of Incorporation, 
business reports, financial information, and corporate information materials can be downloaded and major 
events are broadcast live on the website as part of our ongoing efforts to help investors access Company 
information. In addition, we provide the contact information (phone number and email address) of the IR 
team on our website (https://www.samsung.com/sec/ir/ir-resources/contact/) to enable convenient 
communication with shareholders. 
(iii) Provision of English material 
All materials are provided on our English website (https://www.samsung.com/global/ir) to provide 
shareholders with easy access to necessary information. We also provide the contact information (phone 
number and email address) of the IR team on our global website (https://www.samsung.com/global/ir/ir-
resources/contact/) to enable convenient communication for non-Korean shareholders. 
As we list GDRs on the London Stock Exchange (LSE) and the Luxembourg Stock Exchange (LuxSE), we 
submit English disclosures via both the LSE and LuxSE system. In addition, we submit a separate English 
disclosure via the Korea Exchange’s (KRX) Korea Investor’s Network for Disclosure System (KIND) and 
provide disclosures on our English website for the convenience of non-Korean shareholders. 
∙ LSE website: http://www.londonstockexchange.com/ 
∙ LuxSE website: https://www.bourse.lu/ 
∙ KRX: https://engkind.krx.co.kr/ 
∙ English IR website: https://www.samsung.com/global/ir/reports-disclosures/public-disclosure/ 
The following is the list of English disclosures submitted via KIND since the beginning of FY21 as of the 
disclosure date.

- 16 - 
 
Disclosure date 
Title 
Content 
Apr 27, 2023 
Decision on Cash Dividends and Dividends in Kind 
1Q23 dividend payout 
Apr 27, 2023 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 1Q23 earnings release 
Apr 13, 2023 
Organization of Investor Relations Event  
Information on 1Q23 earnings call 
Apr 7, 2023 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 1Q23 pre-earnings guidance 
Mar 15, 2023 
Outcome of Annual Shareholders' Meeting  
Annual shareholders’ meeting results 
Feb 14, 2023 
Decision on Calling Shareholders' Meeting 
Convocation notice for Annual Shareholders’ 
Meeting 
Jan 31, 2023 
Decision on Cash Dividends and Dividends in Kind 
4Q22 dividend payout 
Jan 31, 2023 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 4Q22 earnings release 
Jan 6, 2023 
Organization of Investor Relations Event  
Information on 4Q22 earnings call 
Jan 6, 2023 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 4Q22 pre-earnings guidance 
Nov 8, 2022 
Organization of Investor Relations Event 
Information on 2022 Investors Forum 
Nov 3, 2022 
Outcome of Extraordinary Shareholders' Meeting 
Extraordinary shareholders’ meeting results 
Oct 27, 2022 
Decision on Cash Dividends and Dividends in Kind 
3Q22 dividend payout 
Oct 27, 2022 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 3Q22 earnings release 
Oct 7, 2022 
Organization of Investor Relations Event  
Information on 3Q22 earnings call 
Oct 7, 2022 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 3Q22 pre-earnings guidance 
Sep 1, 2022 
Decision on Calling Shareholder's Meeting 
Convocation notice for extraordinary shareholders’ 
meeting 
Jul 28, 2022 
Decision on Cash Dividends and Dividends in Kind 
2Q22 dividend payout 
Jul 28, 2022 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 2Q22 earnings release 
Jul 7, 2022 
Organization of Investor Relations Event  
Information on 2Q22 earnings call 
Jul 7, 2022 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 2Q22 pre-earnings guidance 
Apr 28, 2022 
Decision on Cash Dividends and Dividends in Kind 
1Q22 dividend payout 
Apr 28, 2022 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 1Q22 earnings release 
Apr 7, 2022 
Organization of Investor Relations Event  
Information on 1Q22 earnings call 
Apr 7, 2022 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 1Q22 pre-earnings guidance 
Mar 16, 2022 
Notice on Change of CEO 
Change of CEO 
Mar 16, 2022 
Outcome of Annual Shareholders' Meeting  
Annual shareholders’ meeting results 
Feb 16, 2022 
Decision on Calling Shareholders' Meeting 
Convocation notice for annual shareholders’ meeting 
Feb 15, 2022 
Notice on Change of CEO  
Change of CEO 
Jan 27, 2022 
Decision on Cash Dividends and Dividends in Kind 
4Q21 dividend payout 
Jan 27, 2022 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 4Q21 earnings release 
Jan 7, 2022 
Organization of Investor Relations Event  
Information on 4Q21 earnings call 
Jan 7, 2022 
Report on Business Performance according to 
Consolidated Financial Statements (Fair Disclosure) 4Q21 pre-earnings guidance

- 17 - 
 
(iv) Public disclosure of corporate information 
We make disclosures in a timely manner to provide detailed corporate information to shareholders. For high-
interest information, such as business results, investment plans, and shareholder return policy, we provide 
disclosures before making an external announcement, and the specifics of public disclosures since the 
beginning of FY21 as of the disclosure date are shown below. 
Since 2Q09, the Company has been providing earnings guidance approximately three weeks prior to the 
earnings call to improve investor understanding. 
<Public disclosure of corporate information> 
Disclosure date 
Title/content 
Apr 27, 2023 
2023 1Q Earnings Release 
Apr 07, 2023 
1Q 2023 Pre-Earnings Guidance 
Jan 31, 2023 
2022 4Q Earnings Release 
Jan 06, 2023 
4Q 2022 Pre-Earnings Guidance 
Oct 27, 2022 
2022 Capex Plan 
Oct 27, 2022 
2022 3Q Earnings Release 
Oct 07, 2022 
3Q 2022 Pre-Earnings Guidance 
Jul 28, 2022 
2022 2Q Earnings Release 
Jul 07, 2022 
2Q 2022 Pre-Earnings Guidance 
Apr 28, 2022 
2022 1Q Earnings Release 
Apr 07, 2022 
1Q 2022 Pre-Earnings Guidance 
Jan 27, 2022 
2021 4Q Earnings Release 
Jan 07, 2022 
4Q 2021 Pre-Earnings Guidance 
 
(v) Unfaithful disclosure corporation designation 
The Company is committed to legal and regulatory compliance. We deliver information promptly and 
accurately via thorough planning and reviews, awareness of the need for public disclosures in advance, and 
regular inspections. Thanks to these efforts, the Company has never received an ‘unfaithful disclosure 
corporation designation’. 
 
D. Provision of corporate information  
We will continue to provide information to shareholders in a timely manner and distribute it fairly, via IR 
activities, webcasting of major conference calls, timely public disclosures, and our website.

- 18 - 
 
2) Related-party transactions and self-dealing transactions 
(Specific Principle 2-②) The Company should establish and operate a system to protect shareholders 
from wrongful related-party and self-dealing transactions of other shareholders, including controlling 
shareholders. 
 
(i) Internal control system for related-party and self-dealing transactions 
The Company has internal regulations to prevent related-party or self-dealing transactions that are in 
management’s or a controlling shareholder’s own interests.  
In accordance with Article 40 of the Articles of Incorporation, the Board has the authority over approval of 
related party transactions; and Article 10 Paragraph 3 of the Regulations of the Board provides that approval 
of related party transactions and approval of transactions between the Company and director shall be 
approved by the Board.  
The Company has voluntarily established the Related Party Transaction Committee within the Board to 
review related party transactions, aiming to enhance corporate transparency by building a compliance 
system that promotes fair transactions. The Committee, consisting entirely of Independent Directors, 
conducts preliminary reviews and approves related party transactions that are worth KRW 5 billion or above 
in accordance with the Monopoly Regulation and Fair Trade Act, and other transactions that are deemed 
significant. Also, the Committee receives reports on related party transactions with affiliates and can request 
a detailed investigation. For related party transactions that materially violate relevant laws or regulations of 
the Company, the Committee has the right to propose corrective measures to the Board. 
In addition, the Board in February 2017 reinforced procedures related to executing external financial 
donations. We created an External Sponsorship Council to conduct preliminary reviews of donations of over 
KRW 10 million, while donations exceeding KRW 1 billion require the approval of the Board and are 
voluntarily disclosed. Details of the Company’s donations are reported quarterly to the Audit Committee, 
which consists entirely of Independent Directors.  
(ii) Comprehensive resolutions of the Board on related party transactions with subsidiaries, etc. and self-
dealing transactions with executives or controlling shareholders, etc.) 
Pursuant to Article 542-9 of the Commercial Act and Article 35 of the Enforcement Decree of the same Act, 
“Transactions with Interested Persons Including Major Shareholders”, the Company obtains comprehensive 
approval of the Board in advance for the estimated total amount of transactions with a subsidiary during the 
business year that are anticipated to take up 5% or more of the total assets or gross sales of the Company 
as at the end of the latest business year. In 2022, the Board made eight comprehensive approval of 
transactions with overseas subsidiaries to be made in 2023. 
Pursuant to Article 26 of the Monopoly Regulation And Fair Trade Act and Article 33 of the Enforcement 
Decree of the same Act, “Resolutions by Board of Directors on Large-Scale Internal Trading and Disclosure”, 
transaction with an affiliate at least 20% of the total number of shares issued by which is held by the same 
person, either alone or together with his or her relatives or an affiliate that is a subsidiary, as provided for in 
the Commercial Act, of said affiliate in which the quarterly trading amount of goods and services is KRW 5 
billion or more is subject to approval by the board of directors and disclosure. However, in accordance with 
Article 9-2 of the Regulation on resolution by the board of directors and disclosure on large-scale internal 
trading, transactions within the designated period of within a year may be approved at once so the Company 
receives the Board’s approval of the estimated transaction amount for next year beforehand and discloses 
the details. 
 
(iii) Transactions with stakeholders (controlling shareholders, etc.) 
①  Credit offerings for affiliates and subsidiaries  
As of December 31, 2022, SEC’s payment guarantees for affiliates, including Samsung Electronics America, 
Inc. (SEA) for financing purposes are shown below. 
 (USD thousand) 
Company 
Relationsh
ip 
Creditor 
Guarante
e start 
date 
Guarante
e 
expiry 
date 
Limit of guarantee 
Transactions 
Interest 
Rate (%) 
Beginning of 
period 
End of period 
Beginning of 
period 
Increase/ 
decrease 
End of period 
SEA 
Subsidiary 
BOA etc. 
Apr 16, 
2022 
Dec 16, 
2023 
1,328,000 
1,278,000 
- 
- 
- 
 
SEM 
Subsidiary 
BBVA etc. 
Mar 28, 
2022 
Nov 08, 
2023 
906,000 
715,000 
- 
- 
- 
 
SAMCOL 
Subsidiary 
Citibank etc. 
Jun 14, 
2022 
Dec 16, 
2023 
310,000 
210,000 
- 
- 
- 
 
SEDA 
Subsidiary 
BRADESCO etc. 
Oct 01, 
2022 
Dec 16, 
2023 
409,000 
409,000 
- 
- 
- 
 
SECH 
Subsidiary 
Citibank etc. 
Jun 14, 
2022 
Dec 16, 
2023 
62,000 
62,000 
- 
- 
-

- 19 - 
 
Company 
Relationsh
ip 
Creditor 
Guarante
e start 
date 
Guarante
e 
expiry 
date 
Limit of guarantee 
Transactions 
Interest 
Rate (%) 
Beginning of 
period 
End of period 
Beginning of 
period 
Increase/ 
decrease 
End of period 
SEPR 
Subsidiary 
BBVA etc. 
Jun 01, 
2022 
Dec 16, 
2023 
150,000 
150,000 
- 
- 
- 
 
SSA 
Subsidiary 
SCB etc. 
Jun 14, 
2022 
Dec 16, 
2023 
318,000 
318,000 
- 
- 
- 
 
SEMAG 
Subsidiary 
SocGen etc. 
Nov 09, 
2022 
Dec 16, 
2023 
110,000 
110,000 
- 
- 
- 
 
SETK 
Subsidiary 
BNP etc. 
Jun 14, 
2022 
Dec 16, 
2023 
807,000 
777,000 
102,275 
137,120 
239,395 
37.6% 
SETK-P 
Subsidiary 
BNP etc. 
Nov 9,  
2022 
Dec 16, 
2023 
130,000 
130,000 
33,334 
(7,685) 
25,649 
34.4% 
SECE 
Subsidiary 
Citibank 
Dec 17,  
2022 
Dec 16, 
2023 
73,722 
60,000 
- 
- 
- 
 
SEEG 
Subsidiary 
HSBC 
Jun 14, 
2022 
Jun 13, 
2023 
85,000 
85,000 
- 
- 
- 
 
SEIN 
Subsidiary 
BNP etc. 
Jun 14, 
2022 
Nov 08, 
2023 
70,000 
70,000 
- 
- 
- 
 
SJC 
Subsidiary 
Mizuho Bank 
etc. 
Apr 28, 
2022 
Dec 16, 
2023 
877,579 
832,572 
- 
- 
- 
 
SEUC 
Subsidiary 
Credit Agricole 
etc. 
Jun 14, 
2022 
Dec 16, 
2023 
150,000 
150,000 
- 
- 
- 
 
SEDAM 
Subsidiary 
Citibank etc. 
Jun 14, 
2022 
Dec 16, 
2023 
141,000 
537,000 
- 
155,768 
155,768 
11.6% 
SECA 
Subsidiary 
BoA 
Nov 09, 
2022 
Nov 08, 
2023 
70,000 
70,000 
- 
- 
- 
 
SELA 
Subsidiary 
Citibank 
Dec 17, 
2022 
Dec 16, 
2023 
120,000 
60,000 
- 
- 
- 
 
SEEH 
Subsidiary 
HSBC etc. 
Jun 14, 
2022 
Dec 16, 
2023 
712,400 
888,400 
- 
- 
- 
 
SERK 
Subsidiary 
SMBC etc. 
Nov 09, 
2022 
Dec 16, 
2023 
290,000 
45,000 
- 
- 
- 
 
SELV 
Subsidiary 
Citibank 
Dec 17, 
2022 
Dec 16, 
2023 
10,000 
10,000 
- 
- 
- 
 
SEIL 
Subsidiary 
Citibank 
Dec 17, 
2022 
Dec 16, 
2023 
15,600 
15,600 
10,947 
(1,283) 
9,664 
1.3% 
SAPL 
Subsidiary 
BOA etc. 
Jun 14, 
2022 
Dec 16, 
2023 
345,000 
404,000 
- 
- 
- 
 
SAVINA 
Subsidiary 
HSBC 
Jun 14, 
2022 
Jun 13, 
2023 
51,000 
51,000 
- 
- 
- 
 
SCIC 
Subsidiary 
HSBC etc. 
Jun 14, 
2022 
Dec 16, 
2023 
300,000 
300,000 
- 
- 
- 
 
SME 
Subsidiary 
SCB 
Nov 09, 
2022 
Nov 08, 
2023 
110,000 
110,000 
- 
- 
- 
 
SAMEX 
Subsidiary 
Citibank 
Dec 17, 
2022 
Dec 16, 
2023 
5,000 
5,000 
- 
- 
- 
 
SEASA 
Subsidiary 
Citibank 
Dec 17, 
2022 
Dec 16, 
2023 
2,000 
2,000 
- 
- 
- 
 
SSAP 
Subsidiary 
SCB 
Nov 09, 
2022 
Nov 08, 
2023 
35,000 
35,000 
- 
- 
- 
 
SEPM 
Subsidiary 
HSBC 
Jun 14, 
2022 
Jun 13, 
2023 
35,000 
35,000 
- 
- 
- 
 
SESAR 
Subsidiary 
HSBC 
Jun 14, 
2022 
Jun 13, 
2023 
50,000 
20,000 
- 
- 
- 
 
AdGear 
Technologies Inc. 
Subsidiary 
BOA 
Nov 09, 
2022 
Nov 08, 
2023 
2,000 
2,000 
- 
- 
- 
 
Harman 
International 
Industries, Inc. 
Subsidiary 
JP Morgan 
Jun 14, 
2022 
Jun 13, 
2023 
100,000 
100,000 
- 
- 
- 
 
Harman 
International 
Japan Co., Ltd. 
Subsidiary 
MUFG 
Nov 09, 
2022 
Nov 08, 
2023 
25,000 
25,000 
- 
- 
- 
 
Harman RUS 
CIS LLC 
Subsidiary 
SocGen 
Nov 09, 
2021 
May 31, 
2022 
15,000 
- 
- 
- 
- 
 
Harman 
Holding Limited 
Subsidiary 
HSBC 
Jun 14, 
2022 
Jun 13, 
2023 
30,000 
30,000 
- 
- 
- 
 
Harman do 
Brasil Industria 
Eletronica e 
Participacoes 
Ltda. 
Subsidiary 
SocGen 
Nov 09, 
2022 
Nov 08, 
2023 
15,000 
15,000 
- 
- 
- 
 
Harman da 
Amazonia Industria 
Eletronica e 
Participacoes 
Ltda. 
Harman 
International  
Industries, Inc 
Subsidiary 
HSBC 
Jun 14, 
2022 
Jun 13, 
2023 
- 
30,000 
- 
- 
- 
- 
Total 
8,265,301 
8,146,572 
146,556 
283,920 
430,476 
 
On a separate basis. 
SEC claims fees on the debt guarantees depending on the maturity date of each debt guarantee, general loan interest rate, etc. In 2022, the 
Company claimed approximately USD 547,000 as guarantee fee and, as of the reporting date, has not collected the amount.

- 20 - 
 
②  Acquisitions and disposals of assets with affiliates and subsidiaries 
In 2022, the Company sold assets to affiliates, including to Samsung China Semiconductor LLC. (SCS) for 
its facility equipment expansion, while acquiring assets from affiliates to improve efficiency of domestic 
production. 
(KRW mil) 
Company 
Relationship 
Transaction type 
Transaction 
date1) 
Asset 
Transaction purpose 
Amount2) 
Gain or loss 
on disposal 
SCS 
Affiliates 
Asset 
sale/purchase 
Dec 26, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency  
16,177 
4,072 
SESS  
Affiliates 
Asset 
sale/purchase 
Jul 12, 2022 
Machinery, etc 
Enhance capacity and production 
efficiency 
5,346 
639 
SEHC 
Affiliates 
Asset 
sale/purchase 
Dec 14, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
4,471 
259 
SAS 
Affiliates 
Asset purchase 
Nov 21, 2022 
Machinery, etc 
Enhance capacity and production 
efficiency 
2,457 
- 
SEVT 
Affiliates 
Asset purchase 
Nov 29, 2022 
Machinery, etc 
Enhance capacity and production 
efficiency 
831 
- 
SEA  
Affiliates 
Asset sale 
Aug 9, 2022 
Machinery, etc 
Enhance capacity and production 
efficiency 
632 
37 
TSLED 
Affiliates 
Asset sale 
Dec 21, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
338 
73 
SEV  
Affiliates 
Asset 
sale/purchase 
Dec 21, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
306 
42 
SERK  
Affiliates 
Asset sale 
May 19, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
282 
18 
SEUZ 
Affiliates 
Asset sale 
Jun 22, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
224 
6 
SII 
Affiliates 
Asset sale 
May 9, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
216 
(10) 
Samsung Life 
Insurance 
Affiliates 
Asset sale 
Dec 27, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
188 
(74) 
SEH 
Affiliates 
Asset sale 
Apr 13, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
142 
14 
SIEL 
Affiliates 
Asset sale 
Oct 12, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
112 
26 
Samsung 
Medison  
Affiliates 
Asset sale 
Mar 17, 2022 
Machinery, etc. 
Enhance capacity and production 
efficiency 
5 
5 
On a separate basis. 
1) Most recent transaction. 
2) Calculated by an appropriate method based upon market value assessment. Transaction was made under normal conditions (e.g., terms of cash 
payment within the 15th, 30th of the following month of transaction). 
 
③  Business transactions with affiliates and subsidiaries 
In 2022, SEC conducted the following business transactions, including purchase and sales with Samsung 
Semiconductor, Inc. (SSI), etc. 
(KRW mil) 
Subsidiary 
Type of transaction 
Transaction date 
Items/assets 
Transaction value 
SSI 
Sales, purchases, etc. 
Jan–Dec 2022 
Semiconductors, etc. 
41,440,223 
SEA 
Sales, purchases, etc. 
Jan–Dec 2022 
HHPs and home appliances, etc. 
35,513,203 
SEVT 
Sales, purchases, etc. 
Jan–Dec 2022 
HHPs, etc. 
34,609,927 
SEV 
Sales, purchases, etc. 
Jan–Dec 2022 
HHPs, etc. 
22,246,267 
SSS 
Sales, purchases, etc. 
Jan–Dec 2022 
Semiconductors, etc. 
16,490,868 
SIEL 
Sales, purchases, etc. 
Jan–Dec 2022 
HHPs and home appliances, etc. 
13,238,315 
On a separate basis. 
Transactions worth 5% and above of revenue. 
 
④  Transactions with stakeholders other than affiliates and subsidiaries 
As of December 31, 2022, the Company’s outstanding loan amount is approximately KRW 140.1 billion for 
obligations related to support for supplier companies for product competitiveness and mutual development 
as well as home loan and educational expenses for employee welfare.

- 21 - 
 
(KRW mil) 
Company 
Relation 
Loans 
Account title 
Transaction 
Period start 
Change 
Period end 
Elentec Co., Ltd., 
etc. 
Partner company and employee Short-term loans 
42,999 
4,162 
47,161 
Bumjin I&D, etc. 
Partner company and employee Long-term loans 
71,604 
21,294 
92,898 
Total 
114,603 
25,456 
140,059 
On a separate basis.

- 22 - 
 
3) Measures to protect shareholder rights 
(Specific Principle 2-③) Corporations should devise measures to protect shareholders, including 
collecting opinions of minority shareholders and protecting the rights of dissident shareholders, when 
there is a change in the corporation’s ownership structure or main businesses, such as merger, transfer of 
business, spin-off, and comprehensive exchange and transfer of stock. 
 
A. Policies to protect shareholders on issues that cause significant changes to the company’s 
ownership structure or business 
 
The Company continues its efforts to protect the interests and rights of minority shareholders, including by 
actively collecting feedback from minority shareholders and improving access to information. First, we 
operate a hotline through which minority shareholders can conveniently ask questions, and we provide an 
email address on our website to ensure they can easily submit questions and receive feedback. Moreover, 
we established a system to allow shareholders to make inquiries online prior to quarterly earnings calls and 
the AGM; and questions on topics that garner a high level of interest are answered during the corresponding 
event. Thus, we are endeavoring to actively communicate with shareholders and collect their opinions for 
consideration in our major policies. In addition, we provide a webcast of our key events to enhance access to 
information, a livestream of the AGM to ensure shareholders have an option to watch the proceedings 
without physically participating in the event, as well as various information on our revamped website in which 
the design, headings, etc. have been adjusted to user convenience. 
 
We have various channels to collect the opinions of shareholders on issues that cause significant changes to 
the Company’s ownership structure or business, but we do not yet have policies related to protecting the 
rights of dissident shareholders, etc. However, we will remain committed to actively communicating with and 
reflecting the voices of our shareholders before making important decisions, and we will review establishing 
concrete policies over the mid- to long-term. 
 
B. Outcome of implementing the policies to protect shareholders against the occurrence of 
significant issues and future plans 
 
No merger, crucial transfer of business, spin-off (including physical spin-off), or comprehensive exchange 
and transfer of stock that causes a significant change in the Company’s ownership structure or main 
businesses occurred during the reporting period, and we do not have detailed plans on such issues. If such 
issues arise in the future, Samsung will ensure we collect various opinions from shareholders beforehand 
and work to produce measures to protect the rights of dissident shareholders to maximize shareholder value.

- 23 - 
 
3. Board of Directors  
(1) Roles and responsibilities 
(Core Principle 3) Role and responsibilities of the Board 
■ The Board of Directors should establish business goals and strategies for the interests of the 
corporation and shareholders and supervise management effectively.  
1) Effective implementation of Board role 
(Specific Principle 3-①) The Board of Directors should perform the decision-making and supervisory 
functions effectively. 
 
A. Board system 
The Board is an essential body of a listed company that makes strategic decisions on important business 
matters from a multi-faceted perspective and through independent oversight of management. The Company 
operates its Board and supports Board’s activities by establishing an institutional framework such as the 
Articles of Incorporation and Regulations of the Board of Directors. 
(i) Matters to be resolved  
The Board makes resolutions on matters according to the relevant laws, Articles of Incorporation, and 
Regulations of the Board of Directors on important matters related to the Company’s management policies 
and business operations. 
In accordance with the Articles of Incorporation, matters to be submitted to the Board are as follows: 
[Matters to be resolved by the Board in accordance with the Articles of Incorporation] 
1. Establishment of factories, branches, representative offices or business offices in and outside the 
country 
2. Preferred dividend yield on preferred shares 
3. Retirement of treasury shares 
4. Transfer agent, the location of its services and the scope of its operation 
5. Matters related to issuance of new shares 
- Disposal of forfeited and fractional shares 
- Allocation of new shares to persons other than shareholders  
6. Issuing new shares via public offering related conditions 
7. Matters related to stock options 
- Granting stock options to officers and employees (excluding directors) 
- Cancelation of grant of stock options 
8. Closing register of shareholders and the record date for occasions such as a convocation of a special 
meeting of shareholders 
9. Matters related to issuance of convertible bonds  
- Disposal of forfeited and fractional shares  
- Issuance of convertible bonds to persons other than shareholders 
- Convertible bonds issued on the condition that rights will be attached to only a portion of convertible 
bonds 
- Conversion price when issuing convertible bonds to persons other than shareholders 
- Adjustment of conversion period 
10. Matters related to issuance of bonds with warrants  
- Disposal of forfeited and fractional shares 
- Issuance of bonds with warrants to persons other than shareholders and the face value 
- Amount of new shares which can be subscribed for by the holders of the bonds 
- Face value when issuing bonds with warrants to persons other than shareholders  
- Adjustment of the period during which the warrant holder may exercise his/her right to subscribe for 
new shares

- 24 - 
 
11. Convocation of a general meeting of shareholders  
12. Chairman of the general meeting of shareholders when a CEO is imprisoned 
13. Appointment of CEOs 
14. Selection of Chairman, Vice-Chairman, President, Executive Vice President, Senior Vice President, Vice 
President 
15. Responsibilities of President, Executive Vice President, Senior Vice President, Vice President 
16. How proxy works when a CEO is unable to perform the role 
17. Establishing committees within the Board 
18. Matters related to the rights and operations of each committee 
19. Appointment of the Chairman of the Board 
20. Approval of concurrent positions held by Directors 
21. Distribution of profit 
22. Approval of related party transactions, etc. 
- Transactions made with related parties as defined in the Monopoly Regulation and Fair Trade Act or 
large-scale internal transactions for related parties as designated in Article 26 of the same Act 
- Transactions listed in Article 542-9 Section 3 of the Commercial Act with majority shareholders 
(including their related parties in accordance with the Commercial Act) or related parties (excluding  
transactions of which the total value has been approved by the Board, in accordance with Section 5 
Clause 2 of the Article) 
23. Establishment and execution of specific rules needed for promotion and management of business 
In accordance with Article 10 of the Regulations of the Board of Directors, matters to be submitted to the 
Board are as follows:  
[Matters to be resolved by the Board in accordance with the regulations of the Board] 
1. Convocation of a general meeting of shareholders and matters to be submitted to the meetings 
- Convocation of a general meeting of shareholders  
- Approval of business reports and financial statements  
- Amendment to the Articles of Incorporation  
- Reduction of capital  
- Dissolution, merger, and continuance of the Company  
- Transfer of the whole or an important part of the Company’s business, or acquisition of the whole or an 
important part of other companies that has a material impact on the Company’s business 
- Conclusion, alteration, or rescission of contracts regarding leasing the whole business, giving a 
mandate to manage such business or sharing with another party the entire profits and losses from the 
business or any similar contract 
- Ex post facto incorporation 
- Appointment or dismissal of directors 
- Issuance of stock below par value 
- Exemption of director’s liabilities 
- Stock dividends 
- Decision to offer stock options 
- Remuneration of directors 
- Election of chairman of the general meeting of shareholders (in the case when the Board is required to  
appoint the chairman of the meeting) 
- Appointment of a person to convoke the general meeting of shareholders (in the case when the Board 
is required to appoint the chairman of the meeting) 
- Other matters to submit to the general meeting of shareholders 
2. Matters related to management 
- Establishment of basic principles of the Company’s management 
- Approval of management plans, quarterly reports, and semi-annual reports 
- Appointment or dismissal of compliance officers, and establishment, revision, or abolishment of 
compliance guidelines 
3. Matters related to assets or financial affairs  
- Transfer of legal reserve to capital

- 25 - 
 
- Matters related to issuance of shares 
• Issuance of new shares 
• Issuance of convertible bonds and bonds with rights to subscribe for new shares 
- Acquisition, disposition, or retirement of treasury stocks 
- Approval of related party transactions, etc. 
• Transactions made with related parties as defined in the Monopoly Regulation and Fair Trade Act or 
large-scale internal transactions for related parties as designated in Article 26 of the same Act 
• Transactions listed in Article 542-9 Section 3 of the Commercial Act with majority shareholders 
(including their related parties) or related parties (excluding transactions of which the total value has 
been approved by the Board, in accordance with Section 5 Clause 2 of the Article) 
- Decision to offer stock options (excluding directors) 
- Investment in or disposal of equity in other companies with a value of 2.5% of the total equity 
- Direct overseas investments with a value of over 2.5% of the total equity 
- Asset revaluation 
- Stock split or reverse split 
- Material changes of accounting standards 
- New debt guarantees or collateral issuances with a value of over 2.5% of the total equity  
• Collateral: Only in the case of providing collateral for others 
• Guarantee: Excludes performance guarantee (e.g., bid, contract, defect, difference guarantee) and 
tax payment guarantee  
- Loan contract with a value of over 5% of the total equity 
- Listing of its securities on overseas stock exchange 
- Important matters when setting up or withdrawing from a fund for stock buyback 
- Shares forfeited in a capital increase 
- Provisional payment or loan with a value of over 0.5% of the total equity 
- Donation, contribution, or sponsorship of over KRW 1 billion per year  
4. Matters related to the Board, Board committees, etc.  
- Approval of Director holding a position in another company of a competitive and/or similar business field 
to the Company, and approval of transactions between a Director and the Company 
- Appointment of the Chairman of the Board 
- Appointment of the CEO and decision to appoint of co-CEOs 
- Appointment and removal of directors to positions and responsibilities 
- Establishment of committees and appointment or removal of committee members 
5. Others 
- Amendment and abolishment of the Regulations of the Board of Directors and the regulations of each 
committee 
- Other matters provided for by relevant laws and regulations or the Articles of Incorporation, matters 
delegated by general meeting of shareholders, and matters deemed necessary by the CEO 
(ii) Matters to be resolved by the Board other than those mandated by relevant laws 
The Company’s Articles of Incorporation and regulations of the Board of Directors stipulate that important 
matters, in addition to matters that are mandated by law, to be reviewed and approved by the Board. 
A prime example is the approval process for business management plans for the next year. The plan 
receives final approval at the Board so that the direction of the business is sufficiently discussed and 
opinions are collected. It is approved before quarterly and half-year reports are submitted, enabling a review 
on the implementation of management plans. In addition, all donations and social contributions over KRW 1 
billion are to be resolved by the Board, enhancing the transparency of operating donations and social 
contribution funds and compliance of our management. 
Moreover, matters delegated at the general meeting of shareholders or deemed necessary by a CEO can be 
added to the subject of deliberation at the Board, ensuring that the Board reviews a variety of matters other 
than what is included in the Articles of Incorporation and regulations of the Board. 
Matters to be reviewed and resolved by the Board in accordance with the Company’s Articles of 
Incorporation and regulation of the Board, although not mandated by the laws, are as follows:

- 26 - 
 
1. Matters related to management, etc.  
- Resolution and revision of basic policy for business management 
- Approval of business plans, and quarterly and half-year reports 
- Establishment of factories, branches, representative offices or business offices in and outside the 
country 
2. Matters related to finance, etc. 
- Acquisitions or disposals of equity investments with a value over 2.5% of the total equity 
- Direct overseas investments with a value over 2.5% of the total equity 
- Re-evaluation of asset 
- Significant changes in accounting standard 
- New debt guarantee or collateral issuance with a value over 2.5% of the total equity 
• Collateral: Only in the case of providing collateral for others 
• Guarantee: Excludes performance guarantee (e.g., bid, contract, defect, difference guarantee) 
and tax payment guarantee 
- New credit agreement contract with a value over 5% of the total equity 
- Listing in overseas stock market 
- Important matters regarding application for or termination of treasury fund at investment and trust 
company  
- Loans and provisional payments over 0.5% of total equity  
- Annual donation, contribution, sponsorship over KRW 1 billion 
3. Agenda items to be submitted to the AGM 
4. Other matters delegated at the general meeting of shareholders and matters deemed necessary by  
a CEO 
 
(iii) Delegation of authority 
The Board can establish committees under the Board and delegate certain responsibilities to the committees 
in accordance with Article 28-2 of the Articles of Incorporation and Article 11-2 of the Regulations of the 
Board of Directors. Also, in accordance with Article 11 of the regulations of the Board, the decision can be 
delegated to a committee within the Board through a Board resolution, except as stipulated by relevant laws 
or Articles of Incorporation. Execution of matters resolved at board meetings is led by the Company’s CEO. 
 
[Management Committee] 
1. General management 
- Annual or mid- to long-term management policy and strategy 
- Key management strategy  
- Business planning and restructuring 
- Establishment, relocation, and withdrawal of overseas branches and corporations 
- Initiating cooperative efforts, such as strategic partnerships with foreign companies 
- Acquisition or disposal of domestic and overseas subsidiaries (provided the value of the transaction 
exceeds 0.1% of total equity) 
- Other major management matters 
- Establishment, relocation, and withdrawal of branches and operations 
- Appointment or dismissal of supervisors 
- Suspension or shutdown of production over 5% of the total production in the recent year 
- Licensing agreements, technology transfers, and technology partnerships of over 0.5% of the total 
equity 
- Acquisitions and transfers of patents related to new material and new technology of over 0.5% of the 
total equity 
- Collection and destruction of products corresponding to over 5% of the total sales in the recent business 
year 
- Contracting for over 5% of the total sales in the recent business year 
- Contracting or canceling of single sales agencies and suppliers over 5% of the total sales in the recent 
business year 
- Setting basic principles of organization management 
- Decision making on basic principles and any changes related to wages, bonuses, and fringe benefits 
- Appointments, dismissals, and changes of transfer agents

- 27 - 
 
- Closing of the shareholder register and setting the reference date 
- Establishing corporate guidelines for business and management related activities 
2. Matters related to finance 
- Acquisitions or disposals of equity investments with a value no less than 0.1% and less than 2.5% of 
the total equity 
- Direct overseas investments with a value no less than 0.1% and less than 2.5% of the total equity 
- New debt guarantee (excluding extension of period) or collateral issuance with a value no less than 0.1% 
and less than 2.5% of the total equity 
• Collateral: Only in the case of providing collateral for others 
• Guarantee: Excludes performance guarantee (e.g., bid, contract, defect, difference guarantee) and 
tax payment guarantee 
- New credit agreement contract (excluding extension of period) with a value no less than 0.1% and less 
than 5% of the total equity 
- Approval of related party transactions: 
Related party transactions with affiliates involving cash (loans and provisional payments), equity 
(stocks and bonds) or assets (such as real estate and intangible property rights) with a value no less 
than KRW 3 billion and less than 5 billion, as defined in the Monopoly Regulation and Fair Trade Act 
※ Excluding cases where existing contracts are renewed without significant changes. 
- Insurance of Corporate Bond  
- Acquisition and disposal of real estate with a value of over 0.1% of the total equity, provided the 
transaction is with the third party 
- Any matters that the CEO deems necessary and important for the business (e.g., capex) 
3. All other matters except for those delegated to the Board and other committees in accordance with 
regulations of the Board. 
[Audit Committee] 
1. Audit overall business of the Company, including tasks performed by the Board and the CEOs. 
2. Request Directors or employees to submit reports on the business operated by the Company or 
investigate the businesses or assets of the Company. 
3. Directors shall report to the committee immediately if they find any risks that can have a material impact 
on the Company.  
4. Any other authority granted to the committee by relevant laws and regulations, the Articles of 
Incorporation or a Board resolution  
[Independent Director Recommendation Committee] 
1. Recommends Independent Director candidates to the Board to be presented at a general meeting of 
shareholders. 
[Related Party Transactions Committee] 
1. Receives reports on related party transactions, conducts preliminary reviews on related party 
transactions exceeding KRW 5 billion before submission to the Board, and resolves transactions 
deemed significant by the secretary of the Committee 
2. Right to order investigation of details on related party transactions 
3. Right to propose corrective measures for related party transactions that are subject to serious violations 
of the law and regulations of the Company 
[Compensation Committee] 
1. Propose a remuneration limit for Directors at the AGM 
2. Establish a Director remuneration system  
3. Other matters delegated by the Board 
[Sustainability Committee] 
1. Matters related to sustainability management 
- Key strategies and policies on sustainability management 
- Report on key activities for sustainability management including environment, society, and governance 
- Plans for publishing the Company’s Sustainability Report

- 28 - 
 
2. Matters related to enhancing shareholder value 
- Preliminary review on shareholder return policies 
- Report on key issues related to shareholder rights and interest 
3. Other matters that may significantly impact sustainability management and shareholder value that are 
deemed necessary for the Committee to discuss 
4. Matters related to the establishment, composition, and operation of organizations under the Committee, 
including research groups, councils, etc. 
5. Other matters delegated by the Board 
B. Effectiveness of Board performance 
As the top decision making body of the Company, the Board supports executives to facilitate proper decision 
making and effectively oversees the work of the executives; it resolves important matters in addition to what 
is stipulated by the law and Articles of Incorporation and establishes committees which are delegated to 
review major issues. 
2) CEO succession plan 
(Specific Principle 3-②) The Board of Directors should establish and implement a policy on the 
succession of chief executive officers (including an emergency nomination policy) and continue to improve 
these policies. 
(i) Establishing CEO succession plan and executor of the plan 
The Company’s CEOs must possess excellent management skills; have abundant business experience and 
related knowledge; provide leadership that enables setting a clear vision for Company employees as well as 
external stakeholders, including shareholders; demonstrate an innovative mindset; and not fall under criteria 
for disqualification in accordance with the law—e.g., the Commercial Act. Considering these qualities cannot 
be developed within a short period of time, we operate a system to nurture potential candidates and to 
systematically expand their roles based on high-level evaluation processes and training strategies. In order 
to promptly respond to unexpected events or changes in the business environment, we manage a pool of 
candidates from various backgrounds. 
The CEO succession procedure is as follows: From the pool of CEO candidates, who have been receiving 
training, the person best fitting the position with management and leadership competencies is recommended 
to the Board of Directors. Then the Board reviews the eligibility and confirms the candidate. Once the 
candidate is appointed as an Executive Director at the general meeting of shareholders, the Board conducts 
a final review and elects the person as CEO. 
If the CEO is unable to carry on with the position for any reason, including personal affairs, an acting CEO 
will be designated immediately as per the Articles of Incorporation. If it is necessary to appoint a new CEO 
based on the management environment, the succession procedure will be promptly implemented. Former 
CEOs may work as a non-registered executive, or sign a contract as an on-site advisor or consultant after 
retiring, to support succession activities. 
(ii) Selection, management, training of candidates 
The Company selects individuals to be included in the CEO candidate pool from our executives through an 
eligibility review every year. The two categories of the pool are: ‘Ready now’ for candidates able to assume 
the role of CEO after 1-2 years of training; and ‘Ready Later’ for candidates who will be ready in 3-5 years. 
The candidate pool is put together through discussions among key executives, including the CEOs. A 
candidate considered the best fit for a vacant CEO position, based on the strategic role the person has to 
play at the time, is recommended to the Board of Directors. 
Executives who are selected to the CEO candidate pool receive training in the Samsung business Leader 
Program (SLP). The program includes basic training to nurture the comprehensive competency necessary 
for the next-generation CEO, such as management strategies, leadership, and global competencies. On top 
of the basic training, candidates are provided with customized training, including job rotation to strengthen 
business experience and knowledge.  
(iii) Training Sessions 
In 2022, ten executives in the pool of next-generation CEO candidates participated in the SLP and gathered 
to receive four, different week-long training sessions from April to October 2022.

- 29 - 
 
3) Internal control policy of the Board of Directors 
(Specific Principle 3-③) The Board of Directors should establish and implement internal control systems 
(risk management, compliance, internal accounting management, disclosure information management, 
etc.) and continue to improve these policies.  
(i) Risk management 
A company’s operation is continuously exposed to myriad risks that can occur in the business environment 
such as those related to the business, finance, and environmental safety. Risks related to the Company’s 
management are managed at a fundamental level, and are addressed by relevant departments in the 
Company. However, issues of great importance are broken down by characteristic of the risk, and the Board 
and its committees are entrusted to supervise such issues. The roles and responsibilities of the Board and its 
Committees to manage risks are distinctly divided, with the Board overseeing changes in policies and 
regulations as well as the Company’s overall business conditions; the Management Committee reviewing 
business operations; the Audit Committee supervising financial matters, including accounting transparency; 
the Related Party Transactions Committee managing risks in compliance with laws and ethics related to 
transactions with subsidiaries; and the Sustainability Committee reviewing risks of issues that may 
significantly impact shareholder value, such as those related to corporate social responsibility and 
shareholder return policy. In particular, in July 2021, the Governance Committee was reorganized into the 
Sustainability Committee to strengthen the Board’s roles and responsibilities in sustainability management, 
including management of non-financial risks. The Sustainability Committee assumed the Governance 
Committee’s previous responsibilities (e.g., implementing corporate social responsibility and enhancing 
shareholder value), and it expanded its discussions to agendas related to ESG (e.g., related to climate 
change, circular economy, labor rights, diversity, supply chain, and ethical management), thereby performing 
its role of providing direction for the Company’s sustainability management and monitoring its achievements. 
To continue to secure market competitiveness as a leading global IT company and manage comprehensive 
risks across the whole company, including preemptively identifying external risks and performing the role as 
a control tower when unexpected issues arise, Samsung in June 2022 newly established a Business Risk 
Management Group under the Corporate Management Team of the Corporate Management Office. The 
Company has established and is operating a system in which, upon discovery of a risk, relevant departments 
are summoned, a T/F is formed, and, after countermeasures are established, support is provided for 
executives in their decision making. Moreover, in March 2022, we further reinforced the Sustainability 
Council, putting it under direct oversight of the CEO. The executives review various issues related to 
sustainability management, such as environment, social contribution, labor rights, health and safety, and 
ethical and compliance management, and subsequently report to the Board and Sustainability Committee 
depending on issues. Furthermore, we have an Internal Control Management Group that manages and 
operates regulations on internal accounting management, and we have established and are operating an 
internal accounting management system to increase the effectiveness and enhance the transparency of 
accounting information. Through the system, key tasks were broken down into 15 areas, the core control 
items are regularly evaluated and monitored, and the CEO reports the results to the Audit Committee, Board, 
and the AGM every year. 
(ii) Compliance, internal accounting, and disclosure 
Since 2012, we establish compliance standards and appoint the Head of Compliance Team as a Compliance 
Officer through a resolution of the Board, enabling compliance activities, in accordance with Article 542-13 of 
the Commercial Act and Article 10 of the regulation of the Board of Directors. 
In particular, the Company implemented measures to strengthen legal compliance: we have been operating 
a Compliance Team, and the Compliance Officer reports to the Board at least twice per year on his or her 
activities, which include compliance oversight results, measures for establishing and maintaining a culture of 
compliance, and evaluations on the validity of the compliance control system. Also, the Compliance Officer 
attends all Board meetings and Management Committee meetings to support the Company’s major decision 
making procedures. The Compliance Team operates our Compliance Program Management System 
(CPMS)—an IT system for compliance and ethical management—and manages risks in key areas, such as 
anti-corruption, fair trade, intellectual property, personal information protection, human rights and labor-
management relations, and environmental safety, with relevant departments. 
In order to ensure credibility in the Company’s financial information and disclosures, we established an 
internal accounting management regulation in accordance with Article 8 of the Act on External Audit of Stock 
Companies, resolved by the Board in December 2001; and we operate an internal accounting management 
system to prepare and disclose financial information on the separate financial statement. From the Business 
Year 2023, we will operate an internal accounting management system that includes matters necessary to 
prepare and disclose financial information on the consolidated financial statement in line with the 
implementation of Article 9 Paragraph 2 Subparagraph 6 of the Enforcement Decree of the Act on External 
Audit of Stock Companies. To comply with the Act, the Company revised its internal accounting management

- 30 - 
 
regulations through a board resolution in January 2019; established a department that oversees the internal 
accounting management system activities and a department that supports tasks of the Audit Committee, 
such as assessing the internal accounting management system; and has CEOs and internal accounting 
managers conduct annual reviews on the effectiveness of the internal accounting management system and 
report the results at a general meeting of shareholders and to the Management Committee and the Board. 
SEC strictly complies with the relevant laws and is working to ensure that accurate information is 
disseminated fairly via public disclosures. 
The IR team and the Corporate Finance & Accounting Team, being responsible for disclosure activities, 
designate one supervisor and two deputy supervisors for public disclosure who participate in training 
sessions to continuously enhance their expertise. In addition, in order to strengthen the internal management 
structure, SEC established a regulation regarding management of publicly disclosed information, which 
determines the procedures of public disclosure and details relevant to managing publicly disclosed 
information. The responsible teams run weekly checks based on an internal disclosure management system 
to see if disclosures are required and notify the persons responsible for public disclosure activities if 
necessary. 
(iii) Other internal control policies 
We appointed a Chief Safety Officer (CSO) for each the DX Division and the DS Division in December 2021 
and February 2022, respectively, and as of the disclosure date, the CSO oversees matters related to health 
and safety. The CSO has authority to make independent decisions, supervise, execute budgets, and appoint 
personnel on matters related to health and safety to create a safe environment for each worksite, prevent 
defects in products and equipment, and protect the health and safety of workers.

- 31 - 
 
(2) Board composition 
(Core Principle 4) Composition of the Board 
■ The Board of Directors should be constituted to enable efficient decision making and oversight of 
management. Directors should be appointed in a transparent manner to reflect the opinions of shareholders. 
1) Organization of the Board and Independent Directors 
(Specific Principle 4-①) The Board of Directors should be constituted to enable effective and thorough 
discussions and decision making, and should have a sufficient number of Independent Directors to be able 
to work independently from executives and controlling shareholders.  
A. Board composition 
(i) Board of Directors, Board committees, support team organization 
A general meeting of shareholders is one of the Company’s highest decision-making body. It decides on and 
approves important issues concerning the Company’s management, including the election of Directors, 
amendments to the Articles of Incorporation, approval of financial statements, etc. The Board oversees the 
management’s tasks and makes resolutions on matters provided for by the relevant laws and regulations or 
the Articles of Incorporation, on matters delegated by a general meeting of shareholders, and on important 
matters concerning basic policies and execution of the Company’s business. To further enhance board 
expertise, the Board delegates authority to six committees, with related departments tasked in a supporting 
role.

- 32 - 
 
<Organization of the Board and relevant committees and teams as of the disclosure date> 
 
 
 
 
 
 
 
People Team 
(3 members) 
Corporate 
Management 
Team 
(4 members) 
Corporate 
Auditing Team 
(4 members) 
Internal Control 
Audit Support 
Group 
(5 members) 
Public Affairs 
Team 
(4 members) 
CEOs 
(DX, DS) 
Execution 
Organization 
General Meeting of 
Shareholders 
Independent Director 
Recommendation 
Committee 
(3 Independent Directors) 
Sustainability Committee 
(6 Independent Directors) 
Compensation Committee 
(3 Independent Directors) 
Management Committee 
(5 Executive Directors) 
Audit Committee 
(3 Independent Directors) 
Related Party Transactions 
Committee 
(3 Independent Directors) 
Corporate 
Sustainability 
Center 
(2 members) 
Board of 
Directors Office 
(4 members) 
The Board of 
Directors 
(5 Executive 
Directors,  
6 Independent 
Directors)

- 33 - 
 
 (ii) Board Composition 
The list of Directors as of the disclosure date is as follows.  
< Directors of Samsung Electronics > 
Name 
Sex 
(Age) 
Position/role 
Term 
Expertise 
Career 
Jong-hee 
Han 
M 
(61) 
Executive Director 
 Head of Management Committee 
Mar 18, 2020– 
Mar 17, 2026 
(consecutive 
terms) 
DX Division 
 Vice Chairman & CEO 
 Head of DX(Device 
eXperience) Division 
Kye-hyun 
Kyung 
M 
(60) 
Executive Director 
 Management Committee 
Mar 16, 2022– 
Mar 15, 2025 
DS Division 
 President & CEO 
 Head of DS(Device Solution) 
Division 
Tae-moon 
Roh 
M 
(54) 
Executive Director 
 Management Committee 
Mar 16, 2022– 
Mar 15, 2025 
MX Business 
 President & CEO 
 Head of MX(Mobile 
eXperience) Business 
Hark-kyu 
Park 
M 
(58) 
Executive Director 
 Management Committee  
Mar 16, 2022– 
Mar 15, 2025 
Corporate 
management 
 President & Head of 
Corporate Management 
Office 
Jung-bae 
Lee 
M 
(56) 
Executive Director 
 Management Committee  
Mar 16, 2022– 
Mar 15, 2025 
Memory Business 
 President & Head of Memory 
Business 
Han-jo Kim 
M 
(66) 
Chairman of the Board, Independent 
Director 
 Head of Audit Committee  
 Head of Sustainability Committee 
 Related Party Transactions Committee 
 Compensation Committee 
Mar 20, 2019– 
Mar 19, 2025 
(consecutive 
terms) 
Finance, 
social contribution 
 Chairman of Hana Nanum 
Foundation 
 Former Vice-Chairman of 
Hana Financial Group 
Sun-uk Kim 
F 
(70) 
Independent Director 
 Head of Related Party Transactions 
Committee 
 Independent Director Recommendation 
Committee 
 Audit Committee 
 Sustainability Committee 
Mar 23, 2018– 
Mar 22, 2024 
(consecutive 
terms) 
Law 
 Professor Emeritus of School 
of Law at Ewha Womans 
University 
 Former Minister of 
Government Legislation  
Jeong Kim 
M 
(62) 
Independent Director 
 Head of Compensation Committee 
 Audit Committee 
 Related Party Transactions Committee 
 Sustainability Committee 
Mar 23, 2018– 
Mar 22, 2024 
(consecutive 
terms) 
IT, business 
management 
 President of Kiswe Mobile 
 Former president of Alcatel-
Lucent, Bell Lab 
Jun-sung 
Kim 
M 
(55) 
Independent Director 
 Compensation Committee 
 Sustainability Committee 
Mar 16, 2022–
Mar 15, 2025 
Finance, 
investment 
 CIO of National University of 
Singapore Endowment Fund 
 Former Managing Director of 
Government of Singapore 
Investment Corporation (GIC) 
Eun-
nyeong 
Heo 
M 
(58) 
Independent Director 
 Independent Director Recommendation 
Committee 
 Sustainability Committee 
Nov 3, 2022–
Nov 2, 2025 
Environment, energy 
∙ Professor of College of 
Engineering at Seoul National 
University 
∙ Former Vice President of 
International Association for 
Energy Economics (IAEE) 
Myung-hee 
Yoo 
F 
(55) 
Independent Director 
 Independent Director Recommendation 
Committee 
 Sustainability Committee 
Nov 3, 2022–
Nov 2, 2025 
International trade 
∙ Visiting Professor of 
Graduate School of 
International Studies at Seoul 
National University 
∙ Former Trade Minister at the 
Ministry of Trade, Industry and 
Energy (MOTIE) 
Age is as of May 31, 2023.

- 34 - 
 
< Composition of Board Committees > 
Committee 
 
Composition 
Main role of the committee 
Note 
Title 
Position 
Name 
Sex Concurrent 
Management 
Committee 
(A) 
Head 
Executive 
Director 
Jong-hee Han 
M 
- 
∙ Resolve matters related to management in 
general, finance, and those delegated by the  
Board of Directors 
Member 
Executive 
Director 
Kye-hyun 
Kyung 
M 
- 
Member 
Executive 
Director 
Tae-moon Roh 
M 
- 
Member 
Executive 
Director 
Hark-kyu Park 
M 
- 
Member 
Executive 
Director 
Jung-bae Lee 
M 
- 
Independent 
Director 
Recommendation 
Committee 
(B) 
Member 
Independent 
Director 
Sun-uk Kim 
F 
C, D, F 
∙ Evaluate candidates for Independent Directors on 
their independence, diversity, and competence 
and make recommendations 
 
Member 
Independent 
Director 
Eun-nyeong 
Heo 
M 
F 
Member 
Independent 
Director 
Myung-hee 
Yoo 
F 
F 
Audit Committee 
(C) 
Head 
Independent 
Director 
Han-jo Kim 
M 
D, E, F 
∙ Auditing on Company-wide activities, including  
financial state 
 
Member 
Independent 
Director 
Sun-uk Kim 
F 
B, D, F 
Member 
Independent 
Director 
Jeong Kim 
M 
D, E, F 
Related Party 
Transactions 
Committee  
(D) 
Head 
Independent 
Director 
Sun-uk Kim 
F 
B, C, F 
∙ Enhance transparency of management by  
voluntary compliance to fair transaction  
 
Member 
Independent 
Director 
Han-jo Kim 
M 
C, E, F 
Member 
Independent 
Director 
Jeong Kim 
M 
C, E, F 
Compensation 
Committee  
(E) 
Head 
Independent 
Director 
Jeong Kim 
M 
C, D, F 
∙ Secure objectivity and transparency of the 
process determining Director remuneration 
 
Member 
Independent 
Director 
Han-jo Kim 
M 
C, D, F 
Member 
Independent 
Director 
Jun-sung Kim 
M 
F 
Sustainability 
Committee 
(F) 
Head 
Independent 
Director 
Han-jo Kim 
M 
C, D, E 
∙ Work to fulfill social responsibility and enhance  
shareholder value by pursuing sustainability  
management in the areas of ESG 
 
Member 
Independent 
Director 
Sun-uk Kim 
F 
B, C, D 
Member 
Independent 
Director 
Jeong Kim 
M 
C, D, E 
Member 
Independent 
Director 
Jun-sung Kim 
M 
E 
Member 
Independent 
Director 
Eun-nyeong 
Heo 
M 
B 
Member 
Independent 
Director 
Myung-hee 
Yoo 
F 
B 
Head of Independent Director Recommendation Committee will be appointed at the next Committee meeting.

- 35 - 
 
(iii) Independent Director number, portion, consecutive terms, etc. 
The Board shall have at least 3 but no more than 14 Directors, in accordance with Article 24 of the Articles of 
Incorporation. While having more than 3 Directors is in accordance with Article 383 of the Commercial Act, 
we believe, considering the size of the company, that the maximum number should not exceed 14 to ensure 
efficient decision-making at and management of meetings. As of the disclosure date, the Board consisted of 
11 Directors, of which 6 (or 55%) are Independent Directors. Each director serves a 3-year term, although 
Independent Directors can serve 2 consecutive terms. At the AGM in 2021, Director Sun-uk Kim and Jeong 
Kim were reappointed and are serving their second term, and at the AGM in 2022, Director Han-jo Kim was 
reappointed and is serving his second term.  
(iv) Separation of CEO and Board Chairman positions 
Following a board resolution in March 2018, the roles of CEO and Chairman of the Board were separated to 
secure independence of the Board from executives and controlling shareholders. In February 2020, an 
Independent Director was appointed as the Chairman of the Board through a board resolution. In March 
2022, Independent Director Han-jo Kim was appointed as the Chairman of the Board through a board 
resolution. 
B. Board independence and diversity  
The Board is composed in a way that promotes efficiency in meetings and decision making.  
The Company formed the Board striving to ensure diversity, considering factors such as expertise, sex, 
birthplace, nationality, etc. when appointing Directors. Independent Directors are chosen from those eligible 
in accordance with relevant laws with expertise and experience in finance, law, IT, ESG, investment, 
environment, energy, international trade, etc., who can oversee management from an objective and external 
perspective. 
The Company separated the roles of Board Chairman and CEO to enhance board independence, and an 
Independent Director was appointed as Chairman of the Board. In addition, Independent Directors hold 
meetings that exclude Executive Directors to discuss current issues, such as increasing shareholder value, 
and freely express opinions among themselves.

- 36 - 
 
2) Board expertise and sense of responsibility 
(Specific Principle 4-②)  The Board of Directors should be composed of experts in various fields whose 
experience and sense of responsibility enable significant contributions to the management of the Company. 
 
A. Committee status 
(i) Expertise, sense of responsibility and diversity of the Board 
A rapidly changing management environment requires the Board of Directors to make strategic decisions. 
Therefore, each Director must be equipped with expertise, a sense of responsibility, and the ability to offer 
diverse opinions. To that end, the head of DX Division and head of DS Division—our mainstay business 
divisions—participate as Executive Directors to practice responsible management in accordance with our 
internal policy. Alongside our Executive Directors, Independent Directors, who are experts in a variety of 
fields, including finance, law, IT, ESG, investment, environment, energy, and international trade, oversee 
business management from a balanced and independent perspective. The Company encourages diversity 
and does not limit Independent Director positions by nationality, gender, birthplace, religion etc., to ensure 
the Board makes business decisions from a balanced perspective. Thus, we are doing our utmost to secure 
expertise, a sense of responsibility, and diversity of the Board. 
Executive Director Jong-hee Han is a top expert in the development of display technology, and he played a 
pivotal role in taking Samsung’s TV business to the pinnacle of the global market and keeping it there for 
seventeen consecutive years. He was appointed as the CEO and Head of the DX Division, which was 
created by merging the Consumer Electronics (CE) Division and IT & Mobile Communications (IM) Division 
in 2022. 
In 2022, Executive Director Kye-hyun Kyung was also appointed as CEO in recognition of his expertise in 
technology and leadership capabilities as an expert in semiconductor, having developed core memory 
technologies, including the world’s first Direct Rambus DRAM and the world’s first Three-Dimensional 
Vertical NAND Flash Memory. 
Executive Director Tae-moon Roh is an expert in smartphones who oversaw the development of the Galaxy 
S Series and the Note Series, and he has been leading the introduction of innovative products by launching 
foldable smartphones in 2019. From 2020, Mr. Roh has been serving as the Head of MX Business, and he 
solidified the Galaxy Ecosystem amid intensifying competition, including by adopting innovative technologies 
in premium models and Galaxy Ecosystem products, which led sales to increase. 
Executive Director Hark-kyu Park is a leading finance expert, having held numerous key positions in core 
businesses, including corporate manager in Mexico, Head of the VD Business Support Group, Head of the 
MX Business Support Team, Head of SDS Business Operation, and Head of Corporate Management Office 
of the DS Division. As the Head of Corporate Management Office of the DX Division, who oversees the 
whole company, his core responsibilities include planning, finance, and HR, and he maximizes management 
achievements by managing resources effectively and by closely supporting businesses. 
Executive Director Jung-bae Lee is the Head of the Memory Business, and his capabilities to oversee the 
overall business were proven through his experiences in numerous key positions, such as Head of DRAM 
Product & Technology Office, Head of Quality Assurance Office, and Head of Memory Product Planning 
Team. His capabilities span the entire business, and he has contributed significantly to the Company 
achieving the top position in DRAM over the past 30 years and in Flash for 20 straight years. 
Independent Director Han-jo Kim, formerly President of Korea Exchange Bank and Vice-Chairman of Hana 
Financial Group, is a professional in finance and accounting, and he has engaged in various social 
contribution activities as the Chairman of a public foundation that is affiliated with a corporation. 
Independent Director Sun-uk Kim is a pioneer in Feminist Jurisprudence in Korea and a strong female 
presence, having been the Minister of Government Legislation—the first female to hold that position—, 
President of Ewha Womans University, and chair of Policy Committee of Ministry of Justice.  
Independent Director Jeong Kim is a successful entrepreneur with wide global experience. He was a 
professor at the University of Maryland, the youngest to become President at Bell Labs, Chief Strategy 
Officer at Alcatel-Lucent, and Independent Director of Schneider Electric SA in France. He is now the 
Executive Chairman of Kiswe Mobile.  
Independent Director Jun-sung Kim is a finance expert who has accumulated knowledge in stock-market 
analysis and investment experience over the long-term during his time working in advanced financial markets 
such as New York and Singapore. 
Independent Director Eun-nyeong Heo is an expert in energy, resources, and the environment and, in 
particular, how they relate to economy and policy. He is currently a professor at Seoul National University, 
and he was appointed to the position of Vice President of the IAEE and President of the Korean Resource 
Economics Association.

- 37 - 
 
Independent Director Myung-hee Yoo is an expert in international trade who served as Korea’s Trade 
Minister—overseeing the overall work related to Korea’s trade—and as Ambassador for Economy and Trade 
at the Ministry of Foreign Affairs (MOFA). 
With their respective expertise, our Directors contribute to the board activities from different points of view 
and provide objective input in overseeing management. 
(ii) Director appointment and status changes 
< Director appointment and status changes since 2021 > 
 
Name 
Date of 
appointment 
Date of 
term expiration 
Date of 
status change 
Reason for 
status change 
Current status 
in Company 
Executive 
Directors 
Ki-nam Kim 
Mar 23, 2018 
Mar 22, 2024 
Mar 16, 2022 
Resignation 
Employed* 
Hyun-suk Kim 
Mar 23, 2018 
Mar 22, 2024 
Mar 16, 2022 
Resignation 
Employed* 
Dong-jin Koh 
Mar 23, 2018 
Mar 22, 2024 
Mar 16, 2022 
Resignation 
Employed* 
Jong-hee Han 
Mar 18, 2020 
Mar 17, 2026 
Mar 15, 2023 
Reappointment 
Incumbent 
Yoon-ho Choi 
Mar 18, 2020 
Mar 17, 2023 
Dec 31, 2021 
Resignation 
N/A 
Kye-hyun Kyung 
Mar 16, 2022 
Mar 15, 2025 
- 
- 
Incumbent 
Tae-moon Roh 
Mar 16, 2022 
Mar 15, 2025 
- 
- 
Incumbent 
Hark-kyu Park 
Mar 16, 2022 
Mar 15, 2025 
- 
- 
Incumbent 
Jung-bae Lee 
Mar 16, 2022 
Mar 15, 2025 
- 
- 
Incumbent 
Independent 
Directors 
Jae-wan Bahk 
Mar 11, 2016 
Mar 19, 2022 
Mar 19, 2022 
Term expiry 
N/A 
Sun-uk Kim 
Mar 23, 2018 
Mar 22, 2024 
Mar 17, 2021 
Reappointment 
Incumbent 
Byung-gook Park 
Mar 23, 2018 
Mar 22, 2024 
Mar 17, 2021 
Reappointment 
N/A 
May 17, 2022 
Position 
vacated** 
Jeong Kim 
Mar 23, 2018. 
Mar 22, 2024 
Mar 17, 2021 
Reappointment 
Incumbent 
Curie Ahn 
Mar 20, 2019 
Mar 19, 2022 
Mar 19, 2022 
Term expiry 
N/A 
Han-jo Kim 
Mar 20, 2019 
Mar 19, 2025 
Mar 16, 2022 
Reappointment 
Incumbent 
Wha-jin Han 
Mar 16, 2022 
Mar 15, 2025 
Apr 20, 2022 
Resignation 
N/A 
Jun-sung Kim 
Mar 16, 2022 
Mar 15, 2025 
- 
- 
Incumbent 
Eun-nyeong Heo 
Nov 3, 2022 
Nov 2, 2025 
- 
- 
Incumbent 
Myung-hee Yoo 
Nov 3, 2022 
Nov 2, 2025 
- 
- 
Incumbent 
*Non-Director Executive 
  B. Securing diversity, expertise, and sense of responsibility in board composition 
As mentioned above, the Board operates at the highest levels of competency by drawing its members from 
top experts within the company and a diverse range of experts from external sources, such as those with 
expertise in the finance, law, IT, ESG, investment, environment, energy, and international trade to make 
strategic judgements in a rapidly changing management environment.

- 38 - 
 
3) Recommendation and Election of Directors  
(Specific Principle 4-③) Corporation should ensure fairness and independence in the process of 
recommending nominees and selecting Board Directors. 
 
A. Director Recommendation Committee 
Independent Directors are elected from candidates recommended by the Independent Director 
Recommendation Committee, which was established in accordance with the Commercial Act, whereas 
Executive Directors are elected from candidates nominated by the Board. The Committee consists entirely of 
Independent Directors, fulfilling the requirements of Article 542-8 of the Commercial Act, which states that 
Independent Directors must constitute a majority. The Committee maintains its independence and 
transparency and duly recommends candidates.  
Independent Directors need to meet the requirements of relevant laws and the Articles of Incorporation, have 
no material interests with the Company, and be able to fulfill the roles and responsibilities of supervising 
management from an independent position. The Independent Director Recommendation Committee selects 
candidates who meet relevant requirements and have abundant knowledge and expertise in areas such as 
finance, law, IT, ESG, investment, environment, energy, international trade, etc. Candidates who can 
independently add a diverse perspective to the Board, regardless of ethnicity, nationality, gender, region of 
origin, religion, or area of specialty, will receive primary consideration. 
 
B. Provision of information on Director candidates 
   (i) Time provided to fully review the candidates 
The day the Board makes the resolution for convocation, the Company discloses the general meeting 
agenda, including details of the meeting and information on Director candidates. We provide the convocation 
notice and reference material via the DART system (http://dart.fss.or.kr) four weeks prior to the AGM so that 
shareholders are well aware of the holding of the AGM and fully understand the key contents. Previously, we  
sent the convocation notice via mail to all shareholders at least two weeks prior to the AGM, but starting from 
the 53rd AGM, we replaced that process with an online disclosure of the convocation notice for shareholders 
holding less than 1% of the total issued shares with voting rights, in line with Article 542-4 of the Commercial 
Act and Article 17-3 of the Articles of Incorporation; and for shareholders holding more than 1% of the total 
issued shares, send the convocation letter via mail at least two weeks prior to the AGM in accordance with 
Article 363 of the Commercial Act and Article 17-3 of the Articles of Incorporation. Provision of information on 
Director candidates is as follows:  
<Provision of information on Director Candidates since 2022 (as of the disclosure date)> 
Date of provision Date of AGM Director candidate 
Details 
Note 
Feb 15, 2022 
(29 days prior to 
AGM) 
Mar 16, 2022 
Han-jo Kim (Independent) 
1. Name, date of birth, relationship 
with the major shareholder, whether 
an Independent Director candidate 
2. Occupation, career, transactions 
with the Company in the past 3 years 
3. Record of default, executive of an 
insolvent 
firm, 
reason 
for 
disqualification 
according 
to 
regulation 
4. Plans for executing duties (for 
Independent Director appointed)  
5. Grounds for recommendation 
- 
Wha-jin Han (Independent) 
Jun-sung Kim (Independent) 
Kye-hyun Kyung (Executive) 
Tae-moon Roh (Executive) 
Hark-kyu Park (Executive) 
Jung-bae Lee (Executive)

- 39 - 
 
Oct 5, 2022 
(29 days prior to 
AGM) 
Nov 3, 2022 
Eun-nyeong Heo (Independent) 
1. Name, date of birth, relationship 
with the major shareholder, whether 
an Independent Director candidate 
2. Occupation, career, transactions 
with the Company in the past 3 years 
3. Record of default, executive of an 
insolvent firm, reason for 
disqualification according to 
regulation 
4. Plans for executing duties (for 
Independent Director appointed)  
5. Grounds for recommendation 
- 
Myung-hee Yoo (Independent) 
Feb 14, 2023 
(29 days prior to 
AGM) 
Mar 15, 2023 Jong-hee Han (Executive) 
1. Name, date of birth, relationship 
with the major shareholder, whether 
an Independent Director candidate 
2. Occupation, career, transactions 
with the Company in the past 3 years 
3. Record of default, executive of an 
insolvent firm, reason for 
disqualification according to 
regulation 
4. Plans for executing duties (for 
Independent Director appointed)  
5. Grounds for recommendation 
- 
From the 53rd AGM, held on March 16 2022, we started using online disclosure of the convocation notice for shareholders holding less than 1% of 
the total issued shares with voting rights, in line with Article 542-4 of the Commercial Act and Article 17-3 of the Articles of Incorporation; and for 
shareholders holding more than 1% of the total issued shares, we started sending the convocation letter in written form at least two weeks prior to 
the AGM in accordance with Article 363 of the Commercial Act and Article 17-3 of the Articles of Incorporation 
The Company discloses the activities of Independent Directors via the convocation notice of the AGM, regardless of whether the Director is up for 
election. 
   (ii) Past Board activities of Director candidate nominated for a second term 
The Company provides information on the Board activities of a Director candidate nominated for a second 
term, including the attendance rate of board meetings, voting results on each agenda item, etc., via business 
reports and convocation notice of shareholders’ general meeting. The information is also available on our 
website to allow convenient access for investors. 
  C. Cumulative voting and reflection of minority shareholders 
Based on Article 24 of our Articles of Incorporation, the Company does not practice cumulative voting stated 
in Article 382-2 of the Commercial Act.  
On our website (https://www.samsung.com/global/ir/governance-csr/general-meeting-of-shareholders/), we 
provide information on how to make agenda proposals, which enables minority shareholders to express their 
opinions on the selection of Director candidates and the election of Directors. Once a proposal is submitted, 
the shareholder is identified, the proposal receives a legal review, and the shareholder will be notified on the 
submission in the form of a letter or electronic document. 
In the past three years, there have been no shareholder proposals regarding the selection of Director 
candidates and election of Directors; we will review all submitted proposals carefully as part of our efforts to 
respect the opinions of minority shareholders. 
We listen closely to the opinions of our shareholders and stakeholders. Aside from the established 
requirements for shareholder proposals, we are continuing to improve the value of the Company and our 
shareholders by bringing together diverse views and opinions. 
D. Securing impartiality and independence in Director candidate recommendation 
As mentioned above, the Company established an Independent Director Recommendation Committee in 
accordance with the Commercial Act. The Committee consists solely of Independent Directors to maintain its 
independence and transparency, and it recommends Independent Director candidates via due process. 
Candidates are evaluated on their independence and competency befitting a Director of a global company. 
The verification and recommendation of Executive Director candidates is conducted by the Board, in which 
Independent Directors constitute a majority, ensuring impartiality and independence in the recommendation 
and election process of Independent Directors.

- 40 - 
 
4) Appointment of Executives 
(Specific Principle 4-④) When appointing executive members, the Company should exclude persons who 
have damaged corporate value or violated shareholder rights. 
 
A. Policies to exclude persons who have damaged corporate value or violated shareholder rights 
    when appointing executive members 
The Company has stipulated legal and ethical compliance as a duty in its Management Principle and also as 
a part of our corporate social responsibility. In adherence to the Principle, we follow the Regulations for 
Executive Treatment for matters concerning executive appointment, treatment evaluations, and penalties, etc.  
In accordance with the internal regulations stated above, the appointment or reappointment of an executive 
is preceded by a comprehensive review of numerous matters, including a person’s expertise and 
accomplishments, leadership, any legal violations, etc., as a part of our goal to enhance corporate and 
shareholder value. The Company effectively operates the regulations on executive penalties, by specifying 
the reasons for, the processes behind, and the types of penalties; and then linking the results to our 
evaluation and compensation policies.  
The Company has established and adheres to policies to prevent the appointment of any person who has 
damaged corporate value, and we will continue to strive to improve the effectiveness of such policies. 
 
B. Whether persons receiving a final guilty verdict on charges of embezzlement, malpractice or 
     unfair transactions in accordance with Capital Markets Act have been appointed as executives 
The Company has not appointed any persons as executives who have been charged with or have received a 
final verdict of guilty on charges of embezzlement, malpractice, or unfair transactions in accordance with 
Capital Markets Act. However, one executive, who is not on the board, was convicted of embezzlement, etc., 
in January 2021: the executive was indicted in February 2017; his employment was changed to an unpaid 
position; and, following a final verdict of guilty, his status was changed to part-time. 
After the final ruling, the Board discussed the matter thoroughly and decided to maintain the person’s status 
as an executive, considering factors such as the status change to a non-salaried, part-time, non-board-
member executive; that the executive has repaired any damage to the Company caused by the verdict; and 
his unique qualifications and exclusive role—which includes leveraging his global network and nurturing 
emerging businesses—in enhancing shareholder value. 
The executive received a presidential pardon in August 2022 and his rights were restored in accordance with 
Amnesty Act's provisions providing him with the opportunity to contribute to overcoming the national 
economic crisis. Facing deteriorated global business conditions, the Board in October 2022 concluded that 
the Company urgently needed to reinforce responsible management and establish bold strategies necessary 
for sustained growth in the mid- to long-term. Thus, the Board passed a resolution to appoint the executive 
as Executive Chairman. 
The executive performs an exclusive role, which includes building a global network and nurturing new growth 
engines. Since his reinstatement, he has been dedicated to improving corporate value, by actively 
strengthening global partnerships, increasing investments in technology, and adding outstanding talent to the 
workforce. 
 
C. Adoption of executive officer system 
The Company has not adopted an Executive Officer System for the following reasons: separation of 
business execution and oversight could undermine the consistency of command in the rapidly changing 
management environment domestically and internationally; the CEO position and Board Chairman are 
already separated; the Audit Committee consists entirely of Independent Directors; and Independent 
Directors can keep the management in check. Although the Board of Directors and CEOs will carry out 
decision-making, oversight, and execution, the Company will continue to review the need for adopting an 
Executive Officer System.

- 41 - 
 
(3) Responsibilities of Independent Directors  
(Core Principle 5) Responsibilities of Independent Directors 
■ Independent Directors should be able to participate in decision making of important business matters 
and perform supervision of the management with independence. 
1) Independent Director requirements  
(Specific Principle 5-①) An Independent Director should not have a material relationship with the concerned 
corporation. When appointing a Director, the corporation must confirm his/her relation with the corporation. 
 
A. Interests between Independent Directors and the Company 
(i) Relations between Independent Directors and the Company/affiliates of the Company 
Name 
Independent Director’s past working 
experience 
Transaction between SEC or affiliates 
with 
Independent Director (or the firm that 
the Director is a majority shareholder) 
Transaction between SEC or affiliates 
with the firm that 
Independent Director works in 
SEC 
SEC affiliates 
SEC 
SEC affiliates 
SEC 
SEC affiliates 
Han-jo Kim 
N/A 
N/A 
N/A 
- 
N/A 
- 
Sun-wook  
Kim 
N/A 
N/A 
N/A 
- 
N/A 
- 
Jeong Kim 
N/A 
N/A 
N/A 
- 
N/A 
- 
Jun-sung Kim 
N/A 
N/A 
N/A 
- 
N/A 
- 
Eun-nyeong 
Heo 
N/A 
N/A 
N/A 
- 
N/A 
- 
Myung-hee Yoo 
N/A 
N/A 
N/A 
- 
N/A 
- 
Transactions between Independent Directors or the firm they work for and SEC affiliates are difficult to identify and  
therefore not included (number of domestic affiliates as per the FY22 business report is 62). 
(ii) Transactions between SEC with an Independent Director (or the firm in which the Director is a 
      controlling shareholder) 
Prior to the appointment of an Independent Director, the Company reviews a candidate for reasons for 
disqualification in accordance with Article 542-8 of the Commercial Act. According to the Act, an individual 
with an outstanding transaction worth KRW 100 mil or more (excluding standardized transactions with the 
listed company based on the “terms and conditions” as defined in the Article 2 subparagraph 1 of the Act on 
the Regulation of the Terms and Conditions) will be excluded as a candidate.  
There were no transactions between SEC and an Independent Director or a firm in which the Director is a 
majority shareholder in the previous three years. 
(iii) Transaction between SEC and a firm employing an Independent Director 
Prior to the appointment of an Independent Director, the Company reviews the candidate for reason for 
disqualification in accordance with Article 542-8 of the Commercial Act. In this regard, no employee of a firm 
with a total transaction amount with SEC in the previous three fiscal years as of the time of the review that 
exceeds 10% of SEC’s total equity or total revenue shall be appointed an Independent Director; no 
employee of a firm that signed a single transaction agreement worth 10% or more of the firm’s revenue with 
SEC in the recent fiscal year shall be appointed an Independent Director. 
There were no transactions between SEC and an Independent Director or a firm that employs a Director. 
(iv) Process to identify there is no interest between the Company and an Independent Director 
Our requirements for Independent Directors are based on Article 382, Article 542-8 of the Commercial Act, 
and Article 24 of the Articles of Incorporation. On top of legal requirements, we conduct a thorough review 
using various evaluation criteria to appoint Independent Directors that offer both expertise and 
independence. 
Independent Directors should remain independent. When reviewing Independent Director candidates, the  
Board of Directors Office creates a document of verification on the reasons for disqualification stated in

- 42 - 
 
Article 382 and 542-8 of the Commercial Act based on the material made public and record of transaction. 
The document is used to review each candidate’s eligibility and to exclude those with an independence 
conflict. Before the candidate is confirmed, the Independent Director Recommendation Committee checks 
the eligibility of the candidate once again, with the information received from the organization that the 
candidate is working for or has previously worked for. Even an incumbent Independent Director will lose his 
or her position if a reason for disqualification is identified, therefore, eligibility is reviewed to check the 
independence of Independent Directors. 
  
B. Term of Independent Directors 
The term for Independent Directors is three years, which is equivalent to that of Executive Directors. As of 
the disclosure date, the service period for each Independent Directors is as follows: 
 
<Years of service of Independent Directors and reason for long-term service, as of end-May 2023> 
Name 
SEC 
Including affiliates 
Period of service 
Reason for serving 
for more than 6 
years 
Period of service 
Reason for serving for 
more than 9 years 
Han-jo Kim 
4 years and 3 months 
N/A 
4 years and 3 months 
N/A 
Sun-uk Kim 
5 years and 3 months 
N/A 
5 years and 3 months 
N/A 
Jeong Kim 
5 years and 3 months 
N/A 
5 years and 3 months 
N/A 
Jun-sung Kim 
1 year and 3 months 
N/A 
1 year and 3 months 
N/A 
Eun-nyeong Heo 
7 months 
N/A 
7 months 
N/A 
Myung-hee Yoo 
7 months 
N/A 
7 months 
N/A 
 
C. Efforts to appoint Independent Directors that do not have significant interests with the Company 
Incumbent Independent Directors of the Company do not have significant interests with the Company and 
remain independent from the Company. We exclude candidates with independence issues during the review 
process. We regularly check the Director independence even after being appointed, since they lose their 
position if they fall under the disqualification criteria in accordance with Article 382 Paragraph 3 and 542-8 of 
the Commercial Act.

- 43 - 
 
2) Independent Directors performing duties faithfully 
(Specific Principle 5-②) Independent Directors should allot sufficient time and effort to performing their 
duties. 
 
A. Independent Directors performing duties 
(i) Concurrent positions  
For Independent Directors to faithfully perform their duties, the Company fully complies with the Commercial 
Act and prohibits the appointment of an Independent Director who “has difficulty faithfully performing any of 
his or her duty as an outside director, or who may have an influence on the management of the listed 
company.” The Company also prohibits Independent Directors from working as a director, executive officer, 
or auditor of more than two companies other than SEC. Moreover, Article 32 of the Company’s Articles of 
Incorporation prohibits an appointed Independent Director to hold a position in another company that is in a 
competitive business field of the Company; or is in a business field or type of business field that may cause 
conflicts of interest with the Company. 
 (ii) Independent Directors with concurrent positions 
Concurrent Position of Independent Directors as of the disclosure date is presented below. 
<Concurrent Position of Independent Directors> 
Name 
Date of 
appointment 
Date of term 
expiration 
Current occupation 
Concurrent position 
Organization 
Position* 
Time of 
service** 
Listed / 
unlisted 
Han-jo Kim 
(Audit 
Committee) 
Mar 20, 2019 
Mar 19, 2025 
Chairman of Hana Nanum 
Foundation 
N/A 
N/A 
N/A 
N/A 
Sun-uk Kim 
(Audit 
Committee)  
Mar 23, 2018 
Mar 22, 2024 
Professor 
Emeritus 
of 
School of Law at Ewha 
Womans University 
Posco TJ Park 
Foundation 
Chief Director 
Feb 2016~ 
N/A 
Jeong Kim 
(Audit 
Committee) 
Mar 23, 2018 
Mar 22, 2024 
Executive 
Chairman 
of 
Kiswe Mobile 
N/A 
N/A 
N/A 
N/A 
Jun-sung 
Kim 
Mar 16, 2022 
Mar 15, 2025 
CIO of National University of 
Singapore Endowment Fund N/A 
N/A 
N/A 
N/A  
Eun-nyeong 
Heo 
Nov 3, 2022 
Nov 2, 2025 
Professor of College of 
Engineering at Seoul 
National University 
Korea Institute 
of Energy Law 
Director 
Aug 2022~ 
N/A 
Myung-hee 
Yoo 
Nov 3, 2022 
Nov 2, 2025 
Visiting Professor of 
Graduate School of 
International Studies at 
Seoul National University 
Hyundai 
Construction 
Equipment 
Independent Director Oct 2022~ 
Listed 
Independent Director Han-jo Kim’s current occupation is Chairman of Hana Nanum Foundation, and he does not hold any other concurrent 
positions; Independent Director Jeong Kim’s current occupation is Executive Chairman of Kiswe Mobile, and he does not hold any other concurrent 
positions; Independent Director Jun-sung Kim’s current occupation is CIO of National University of Singapore Endowment Fund, and he does not 
hold any other concurrent positions. 
At the EGM on November 3, 2022, Eun-nyeong Heo and Myung-hee Yoo were newly appointed as Independent Directors. 
* As of the disclosure date 
** The month/year of starting the concurrent position. 
 
B. Independent Directors performing duties faithfully 
For Independent Directors to faithfully perform their duties, they can hold only a limited number of concurrent 
positions, and the Company has established a system for them to concentrate on reviewing agenda items at 
Board and Committee meetings. The Company also established a process in which detailed explanations 
are provided prior to meetings, if necessary. The Company supports various activities to enable Independent 
Directors to faithfully perform their duties. 
The Company enhances Independent Directors’ understanding of its overall management by providing 
briefings of current issues prior to quarterly and ad hoc meetings for the Board, Related Party Transactions 
Committee, Sustainability Committee, etc., and through direct communications with Independent Directors. 
Furthermore, Independent Directors remain dutiful in performing their responsibilities and obligations, 
including monitoring of the key current management status of each business via educational activities and 
quarterly on-site visits exclusively for Independent Directors. The attendance rate of Independent Directors in 
2022 was 94.5% for the 10 Board meetings and 100% for the 13 Board Committee meetings.

- 44 - 
 
3) Supporting Independent Directors in their duties 
(Specific Principle 5-③)  The Company should provide Independent Directors with sufficient information 
and required resources to perform their duties.  
 
A. Policies and their implementation to support Independent Directors perform duties  
(i) Process for providing information, human resources, and material resources to Independent  
      Directors  
The Company operates a variety of programs to help Independent Directors fulfill their responsibilities.  
Independent Directors prepare themselves thoroughly to participate in board activities, which includes 
reviewing provided information for decision making, discussions, etc. Independent Directors make decisions 
independently but are expected to have active discussions with other Directors. When they participate as 
members of the Board or its committees, Independent Directors are able to receive support from outside 
experts, if required.  
Independent Directors require a comprehensive understanding of the Company to ensure efficient decision 
making, so the Company offers various programs outside of board meetings to enhance understanding of 
our business operations. A prime example of this is the Company’s “One-day Board,” a quarterly event in 
which Independent Directors receive business and status reports from the supervising business to 
strengthen understanding of on-site management. Additionally, site visits to production or business locations 
increase understanding of our businesses, while, for new appointees, orientation programs on Samsung’s 
history, management philosophy, organizational structure, and details of employee responsibilities promote 
an overall understanding of the Company and its business operations. Our Independent Directors receive 
presentations on management plans during annual visits to overseas sites; and they are provided with 
reports on major issues as they happen. The Company also supports meetings between Independent 
Directors and institutional investors to communicate directly and exchange ideas. Through these programs, 
we strive to ensure that our Independent Directors have all the necessary information to carry out their 
duties.  
(ii) Team responsible for dealing with requests from Independent Directors 
In December 2022, the Company established the Board of Directors Office (BDO) under the Board to further 
strengthen support for the Board and Independent Directors and to take charge of responding to 
stakeholders. The BDO is in charge of overall tasks related to board activities and supports the Board to 
ensure that the most appropriate agenda is discussed and resolved at the board meeting. Prior to the board 
meeting, in particular, the BDO provides all necessary information to ensure there is sufficient time to review 
the material and resolve the issue at the board meeting. In addition, the BDO provides overall support for the 
Independent Directors to perform their duties. That is, they report management information to Independent 
Directors and provide support regarding meeting agendas in advance. 
(iii) Independent Director-only meetings  
The Company supports different types of meetings to facilitate the work of Independent Directors. When 
necessary, exclusive sessions for Independent Directors are arranged, allowing details of specific agenda 
items to be reported directly to the Independent Directors. In addition, Independent Directors are given the 
opportunity to interact directly with employees without the presence of executives when visiting our 
operations. The details of Independent Director-exclusive meetings held in 2022 before the reporting date 
are shown below (excluding the meetings of Board Committees which consist entirely of Independent 
Directors). However, in 2022, government-imposed restrictions on gatherings due to Covid-19 hampered 
active meetings. 
< Meeting sessions exclusively for Independent Directors in 2022> 
Type 
Date 
Attendance 
Topics/details 
Note 
Regular 
Apr 28, 2022 
4 of 6 
∙ Demonstration of strategic mobile device products 
∙ Direction for the Mobile Business and its technological development 
Gumi site 
Regular 
Jul 28, 2022 
2 of 4 
∙ Discussion on the conditions of the Memory Business and the 
 semiconductor market  
Hwaseong site 
Regular 
Aug 2, 2022– 
Aug 13, 2022 
3 of 4 
∙ Inspection of the current state of the Europe Office 
∙ TV production line tour 
Visits to overseas 
business sites 
Regular 
Nov 30, 2022 
6 of 6 
∙ Visiting foundry operations and ESG management site 
Giheung site 
Special 
Nov 30, 2022 
6 of 6 
∙ Meeting with an external consulting company

- 45 - 
 
< Meeting sessions exclusively for Independent Directors in 2023 (as of the disclosure date)> 
Type 
Date 
Attendance 
Topics/details 
Note 
Regular 
Jan 31, 2023 
6 of 6 
∙ Demonstration of future technologies and designs 
Woomyeon site 
Regular 
Mar 15, 2023 
6 of 6 
∙ Demonstration of strategic mobile device products  
∙ Discussion on measures to improve the Board and on 
 Independent Directors’ roles 
 
Regular 
Apr 28, 2023 
3 of 6 
∙ Meeting with the former Independent Director who was the 
 Board Chair 
 
 
B. Whether sufficient information and resources were provided for Independent Directors to  
 perform duties 
As shown above, the Company provides sufficient information and resources to Independent Directors 
needed to perform their duties via orientations for new Independent Directors, meetings only for Independent 
Directors and designation of a support team. We encourage Independent Directors to freely exchange 
opinions. The Board of Directors Office provides support for Independent Directors to actively carry out their 
duties by holding orientations for new Independent Directors, sending out meeting materials prior to board 
meeting, etc.

- 46 - 
 
(4) Evaluation of Independent Directors 
(Core Principle 6) Evaluation of Independent Directors 
■ Activities of Independent Directors should be evaluated fairly, and the evaluation results should be 
reflected appropriately in remuneration and reappointment decisions to encourage active participation. 
1) Evaluation method of Independent Directors and reflecting the results 
(Specific Principle 6-①) Independent Directors should be evaluated based on their individual performance 
and the results should be reflected in a reappointment decision for the next term.  
 
(i) Evaluation of Independent Directors  
Independent Directors are evaluated regularly against an internal standard based on their individual 
performances and achievements and the results are used when a Director is considered for reappointment. 
The Company does not conduct separate external evaluations given the lack of a credible, external 
organization that could conduct an objective evaluation considering the risk of a potential leak of internal 
information. However, evaluations on the expertise and independence of Independent Directors, led by the 
People Team, are conducted based on an internal accounting control system and the implementation is 
checked by the Internal Accounting Control Group and the external auditor. 
 
(ii) Evaluation method 
Evaluations of Independent Directors are conducted regularly in accordance with internal guidelines to 
measure the performance of each Director, and qualitative and quantitative evaluations are taken in areas 
such as attendance rate, performance in board committee activities, expertise, level of understanding, and 
independence. At the end of each year, each department that supports the Board and its Committees 
compile opinions on Director attendance and activities in Committees, and an evaluation is written based on 
these opinions. Moreover, the results are reported to the executives and the Chairman of the Board and are 
used to better support Independent Directors in performing their duties and to review whether the 
composition of the Board and its committees are appropriate. This is ultimately aimed at enhancing the 
efficiency of the Board. 
 
Year 
Evaluation period 
Directors subject to evaluation 
2020 
December 
Jae-wan Bahk, Sun-uk Kim, Byung-gook Park, Jeong Kim, Curie Ahn, Han-jo Kim 
2021 
December 
Jae-wan Bahk, Sun-uk Kim, Byung-gook Park, Jeong Kim, Curie Ahn, Han-jo Kim 
2022 
December 
Han-jo Kim, Sun-uk Kim, Jeong Kim, Jun-sung Kim, Eun-nyeong Heo, Myung-hee Yoo

- 47 - 
 
2) Determining remuneration of Independent Directors 
(Specific Principle 6-②) Independent Director remuneration should be determined at an appropriate level, 
reflecting performance evaluation results, responsibilities of and the risk associated with the role. 
 
A. Remuneration of Independent Directors 
(i) Policies related to remuneration 
In accordance with Article 388 of the Commercial Act, Article 34 of the Articles of Incorporation, and Article 
10 of the Regulations of the Board, the ceiling on Director remuneration is determined by a resolution at a 
general meeting of shareholders. The Compensation Committee deliberates over a reasonable remuneration 
limit to be submitted at the general meeting of shareholders, and the individual remuneration within the limits 
set at the meeting determined by the Board, entrusted by the AGM, is later executed accordingly. 
Under Company policy, an Independent Director’s remuneration is not tied to his or her performance. Rather, 
it is predetermined in order to avoid any inhibitions that may impede participation if remuneration is based on 
performance. Remuneration of Independent Directors is limited to base salary for the time invested in 
performing their duties responsibilities of and the risk associated with the role and does not include stock 
options.  
(ii) Number of stock options and relevant conditions 
Remuneration of Independent Directors does not include stock options. 
 
B. Criteria for determining remuneration of Independent Directors 
The Company conducts comprehensive evaluations based on Independent Directors’ attendance rate and 
results of board activities, and remuneration is determined by the responsibilities of and the risks associated 
with the role, and by the time invested in performing the duties. An Independent Director’s remuneration is 
not tied to his or her performance to enhance independence of Independent Directors.

- 48 - 
 
 (5) Board operation  
(Core Principle 7) Board operation 
■ Board meetings should be operated in an efficient and reasonable manner to serve the interests of the 
corporation and shareholders. 
1) Convocation and operation of meetings of the Board of Directors 
(Specific Principle 7-①) Board meetings should be held regularly. Regulations on the operation of the 
Board of Directors should be established where the Board’s rights and responsibilities along with its 
operational procedures are specifically stated. 
   
A. Board meeting operation 
(i) Regulations related to regular board meetings (Articles of Incorporation or operation regulations of 
      the Board of Directors) 
In accordance with Article 7 of Regulations of the Board of Directors, board meetings are categorized as 
either regular board meetings or special meetings that are held on an ad hoc basis. The Board plans regular 
meetings at the beginning of the year and holds seven regular meetings each year for matters such as 
approving quarterly financial statements and convening the AGM. A special or extraordinary general meeting 
(EGM) can be called when deemed necessary. In accordance with Article 30 of the Articles of Incorporation 
and Article 8 of the Regulations of the Board of Directors, a meeting of the Board shall be convened by the 
Chairman of the Board, and the Chairman shall give notice to each Director of the date, time, place, and 
meeting agenda at least 24 hours prior to the meeting. Directors may request the Chairman to convene a 
board meeting when deemed necessary in the performance of duties; and they shall explain the agenda and 
reasons for such action to the Chairman. If the Chairman rejects a meeting request without a valid reason, 
the Director who made the request may convene a meeting directly. 
In accordance with Article 31 of the Articles of Incorporation and Article 9 of the Regulations of the Board of 
Directors, the presence of a majority of all Directors shall constitute a quorum for a meeting of the Board and 
the resolutions of the Board shall be adopted by a majority of the votes of the Directors attending the 
meeting. In accordance with Article 391 of the Commercial Act, the Board may adopt a resolution without all 
or some of the Directors being present at the meeting in person if they are present by means of a remote 
communications system that enables the simultaneous transmission and receipt of the voice of the Directors. 
In such cases, the relevant Directors shall be deemed as being directly present at the meeting. According to 
Article 9 of the Regulations of the Board of Directors, voting rights of a Director who has a special interest in 
the agenda item shall be limited in order to eliminate the possibility of conflict of interest. 
 
(ii) Meetings of the Board of Directors  
In 2022, the Board held ten meetings in total, seven of which were regular.

- 49 - 
 
 
<Board meetings in 2022> 
Type 
Date 
Notice Attend. 
Agenda item 
Type 
Result 
Regular Jan 27 Jan 24 
10/10 
Approval of FY21 financial statements and annual business report 
Resolution 
Approved 
Appointment of SCC member  
Resolution 
Approved 
Report on FY21 internal accounting management system activities 
Reported item 
- 
Report on evaluation of FY21 internal accounting management system 
activities 
Reported item 
- 
Regular Feb 15 Feb 10 10/10 
Appointment of CEO  
Resolution 
Approved 
Decision to convene the 53rd AGM  
Resolution 
Approved 
- Decisions on the 53rd AGM agenda items 
- Reported Items: ① Annual audit report 
              ② Annual business report 
              ③ Report on internal accounting  
                 management system activities 
- Item 1: Approval of FY21 financial statements, including balance 
 sheet, income statement, and the statement of appropriation of 
 retained earnings, etc. 
- Item 2: Appointment of Directors 
Item 2-1: Appointment of Independent Directors 
Item 2-1-1: Appointment of Han-jo Kim as Independent Director 
Item 2-1-2: Appointment of Wha-jin Han as Independent Director  
Item 2-1-3: Appointment of Jun-sung Kim as Independent Director 
Item 2-2: Appointment of Executive Directors 
Item 2-2-1: Appointment of Kye-hyun Kyung as Executive Director  
Item 2-2-2: Appointment of Tae-moon Roh as Executive Director  
Item 2-2-3: Appointment of Hark-kyu Park as Executive Director 
Item 2-2-4: Appointment of Jung-bae Lee as Executive Director 
Item 2-3: Appointment of Audit Committee Member 
Item 2-3-1: Appointment of Han-jo Kim as Audit Committee Member 
Item 2-3-2: Appointment of Jeong Kim as Audit Committee Member 
- Item 3: Approval of remuneration limit for Directors 
Resolution 
Approved 
Revision of internal accounting management regulations 
Resolution 
Approved 
Approval of 2022 social contribution matching fund  
Resolution 
Approved 
Donation to Chung-nam Samsung Institute 
Resolution 
Approved 
Purchase of product liability insurance 
Resolution 
Approved 
Regular Mar 16 Mar 14 11/13 
Appointment of Chairman of the Board 
Resolution 
Approved 
Appointment of CEO  
Resolution 
Approved 
Appointment of Board committee members 
Resolution 
Approved 
Setting remuneration of Directors  
Resolution 
Approved 
Participation in Samsung Biologics' rights offering 
Resolution 
Approved 
Regular Apr 28 Apr 22 
10/10 
Approval of 1Q22 interim business report and quarterly dividend 
Resolution 
Approved 
Real estate lease agreements (lessor/lessee) of company building of SEC in 
Seocho 
Resolution 
Approved 
Purchase of employee insurance policy 
Resolution 
Approved 
Charitable contributions  
Resolution 
Approved 
Lease agreements (lessor/lessee) with Samsung SDI 
Resolution 
Approved 
Donation to incentive fund for DS Division’s suppliers 
Resolution 
Approved 
Establishment of plans on safety and health 
Resolution 
Approved 
Regular Jul 28 Jul 22 
8/9 
Approval of 2022 half-year business report and quarterly dividend 
Resolution 
Approved 
Appointment of Board committee members 
Resolution 
Approved 
Joining of the New Technology Investment Association 
Resolution 
Approved

- 50 - 
 
Type 
Date 
Notice Attend. 
Agenda item 
Type 
Result 
Revision of regulation on establishment and operation of SCC 
Resolution 
Approved 
Purchase of package insurance policy for domestic operations 
Resolution 
Approved 
Purchase of mobile device insurance 
Resolution 
Approved 
Real estate lease agreement (lessor) with Samsung Display 
Resolution 
Approved 
Donation to the Inter-University Semiconductor Research Center of Seoul 
National University to help cover operating costs 
Resolution 
Approved 
Special Sep 1 Aug 29 
8/9 
Decision to convene the EGM 
Resolution 
Approved 
Decisions on the EGM agenda items 
- Reported Items: ① Audit report 
- Item 1: Appointment of Independent Directors 
  Item 1-1: Appointment of Eun-nyeong Heo 
  Item 1-2: Appointment of Myung-hee Yoo 
Resolution 
Approved 
Setting the record date of shareholder register for the EGM 
Resolution 
Approved 
Regular Oct 27 Oct 22 
9/9 
Promotion of JY Lee to Chairman 
Resolution 
Approved 
Approval of 3Q22 interim business report and quarterly dividend 
Resolution 
Approved 
Donation to the Korea Chamber of Commerce and Industry 
Resolution 
Approved 
Report on the CEO candidate pool 
Reported item 
- 
Special Nov 3 Oct 29 
10/11 
Appointment of Board committee members 
Resolution 
Approved 
Contribution for support related to the tragedy in Itaewon and to strengthen 
the public safety system 
Resolution 
Approved 
Regular Nov 30 Nov 23 11/11 
Approval of transaction with affiliate company 
Resolution 
Approved 
Payment of retirement pension plan 
Resolution 
Approved 
Approval of business plan for 2023 
Resolution 
Approved 
Contribution to Community Chest of Korea’s annual fundraising campaign 
for 2023 
Resolution 
Approved 
Contribution to UNDP sourced from Samsung Global Goals 
Resolution 
Approved 
Sponsorship of the WorldSkills Competition 
Resolution 
Approved 
Report on the evaluation of the effectiveness of the compliance control 
system 
Reported item 
- 
Report on results of the compliance review 
Reported item 
- 
Report on measures to develop a compliance culture 
Reported item 
- 
Regular Dec 20 Dec 16 11/11 
Appointment of the Chief Compliance Officer 
Resolution 
Approved 
March 16, 2022: Kye-hyun Kyung, Tae-moon Roh, Hark-kyu Park, and Jung-bae Lee were newly appointed as Executive Directors; Jun-sung Kim 
and Wha-jin Han were newly appointed as Independent Directors; and Han-jo Kim was reappointed as an Independent Director. 
March 16, 2022: Ki-nam Kim, Hyun-suk Kim, and Dong-jin Koh resigned from their position as Executive Director. 
March 19, 2022: Terms of Jae-wan Bahk and Curie Ahn as Independent Director expired. 
April 20, 2022: Wha-jin Han vacated her position as an Independent Director citing personal reasons. 
May 17, 2022: Independent Director Byung-gook Park passed away. 
November 3, 2022: Eun-nyeong Heo and Myung-hee Yoo were newly appointed as Independent Directors at the EGM. 
 
In 2023 as of the disclosure date, the Board held four meetings in total, all of which were regular. 
<Board meetings in 2023 (as of the disclosure date)> 
Type 
Date 
Notice 
Attend. 
Agenda item 
Type 
Result 
Regular Jan 31 
Jan 25 
11/11 
Approval of FY22 financial statements and annual business report 
Resolution 
Approved 
Lease agreement (lessee) with Samsung Display 
Resolution 
Approved 
Report on FY22 internal accounting management system activities 
Reported item 
- 
Report on evaluation of FY22 internal accounting management 
system activities 
Reported item 
- 
Regular Feb 14 
Feb 7 
10/11 
Financial transaction with Samsung Display 
Resolution 
Approved 
Decision to convene the 54th AGM 
Resolution 
Approved

- 51 - 
 
Type 
Date 
Notice 
Attend. 
Agenda item 
Type 
Result 
Decisions on the 54th AGM agenda items 
- Reported Items: ① Annual audit report 
② Annual business report 
③ Report on transaction with affiliate company 
④ Report on internal accounting management 
    system activities 
- Item 1: Approval of FY22 financial statements, including balance 
sheet, income statement, and the statement of appropriation of 
retained earnings, etc.  
- Item 2: Appointment of Independent Directors 
- Item 3: Approval of remuneration limit for Directors 
Resolution 
Approved 
Approval of 2023 social contribution matching fund 
Resolution 
Approved 
Donation to Chung-nam Samsung Institute 
Resolution 
Approved 
Purchase of product liability insurance 
Resolution 
Approved 
Establishment of plans on health and safety for 2023 
Resolution 
Approved 
Regular Mar 15 
Mar 8 
10/11 
Appointment of CEO 
Resolution 
Approved 
Appointment of Board committee members 
Resolution 
Approved 
Setting remuneration of Directors 
Resolution 
Approved 
Appointment of SCC member 
Resolution 
Approved 
Regular Apr 27 
Apr 24 
10/11 
Approval of 1Q23 interim business report and quarterly dividend 
Resolution 
Approved 
Promotion of supporting a smart factory project 
Resolution 
Approved 
Donation to incentive fund for DS Division’s suppliers 
Resolution 
Approved 
 
(iii) Whether meetings are scheduled and convened sufficiently in advance  
The Company sets meeting schedules for the year, including for board meetings and committee meetings, 
and notifies each director of the specific time and date sufficiently in advance.  
 
B. Regular Board meetings 
As shown above, the Company holds regular and special board meetings in accordance with regulations of 
the Board of Directors. 
Board meetings are convened sufficiently in advance (usually seven days and at least 24 hours notice). 
2) Board meeting minutes 
(Specific Principle 7-②)The Board of Directors should prepare detailed minutes of every board meeting 
and disclose the attendance and voting records of each Director. 
 
A. Keeping detailed minutes and recordings of board meeting 
The Board prepares minutes of the proceedings and results of the meeting. Names and signatures of all 
Directors present are affixed to the minutes and then distributed to all Directors to ensure transparency of the 
decision-making process. We do not prepare voice recordings besides the minutes. 
 
B. Attendance and voting results of individual Directors at board meetings 
The presence of a majority of all members and a majority of votes of the members attending the meeting are 
required for a board resolution to pass. The minutes include opinions of individual Directors, those opposed 
to the agenda, and the reasons for such opposition, if necessary. The outcomes of the board meetings, 
attendance rate of each Director, and voting results are disclosed through business reports on a quarterly 
basis.

- 52 - 
 
< Attendance of Directors in 2022> 
Name 
Jan 27 
Feb 15 
Mar 16 
Apr 28 
Jul 28 
Sep 1 
Oct 27 
Nov 3 
Nov 30 
Dec 20 
Note 
Executive Directors 
Ki-nam Kim  
Present 
Present 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Resigned on Mar 16 
Hyun-suk Kim  
Present 
Present 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Resigned on Mar 16 
Dong-jin Koh  
Present 
Present 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Resigned on Mar 16 
Jong-hee Han 
Present 
Present 
Present 
Present 
Present 
Absent 
Present 
Present 
Present Present 
Kye-hyun Kyung 
N/A 
N/A 
Present 
Present 
Present 
Present 
Present 
Present 
Present Present 
Appointed on Mar 16 
Tae-moon Roh 
N/A 
N/A 
Present 
Present 
Absent 
Present 
Present 
Present 
Present Present 
Appointed on Mar 16 
Hark-kyu Park 
N/A 
N/A 
Present 
Present 
Present 
Present 
Present 
Present 
Present Present 
Appointed on Mar 16 
Jung-bae Lee 
N/A 
N/A 
Present 
Present 
Present 
Present 
Present 
Present 
Present Present 
Appointed on Mar 16 
Independent Directors 
Jae-wan Bahk 
Present 
Present 
Absent 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Term expired on Mar 19 
Sun-uk Kim 
Present 
Present 
Present 
Present 
Present 
Present 
Present 
Absent 
Present Present 
 
Byung-gook Park 
Present 
Present 
Present 
Present 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Position vacated on May 17 
Jeong Kim 
Present 
Present 
Present 
Present 
Present 
Present 
Present 
Present 
Present Present 
 
Curie Ahn 
Present 
Present 
Absent 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Term expired on Mar 19 
Han-jo Kim 
Present 
Present 
Present 
Present 
Present 
Present 
Present 
Present 
Present Present 
 
Wha-jin Han 
N/A 
N/A 
Present 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Appointed on Mar 16 
Resigned on Apr 20 
Jun-sung Kim 
N/A 
N/A 
Present 
Present 
Present 
Present 
Present 
Present 
Present Present 
Appointed on Mar 16 
Eun-nyeong Heo 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Present 
Present Present 
Appointed on Nov 3 
Myung-hee Yoo 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Present 
Present Present 
Appointed on Nov 3 
November 3, 2022: Eun-nyeong Heo and Myung-hee Yoo were appointed as Independent Directors at the EGM. 
 
<Attendance of Directors in 2023 (as of the disclosure date) > 
Director 
Name 
Jan 31 
Feb 14 
Mar 15 
Apr 27 
Note 
Executive 
Jong-hee Han 
Present 
Present 
Present 
Present 
  
Kye-hyun Kyung 
Present 
Absent 
Absent 
Present 
 
Tae-moon Roh 
Absent 
Present 
Present 
Absent 
Hark-kyu Park 
Present 
Present 
Present 
Present 
Jung-bae Lee 
Present 
Present 
Present 
Present 
Independent 
Han-jo Kim 
Present 
Present 
Present 
Present 
 
Sun-uk Kim 
Present 
Present 
Present 
Present 
 
Jeong Kim 
Present 
Present 
Present 
Present 
 
Jun-sung Kim 
Present 
Present 
Present 
Present 
 
Eun-nyeong Heo 
Present 
Present 
Present 
Present 
 
Myung-hee Yoo 
Present 
Present 
Present 
Present

- 53 - 
 
< Attendance and voting results of Directors in the recent three years > 
Name 
Term of service 
Attendance (%) 
Approval (%) 
Overall 
2022 
2021 
2020 
Overall 
2022 
2021 
2020 
Executive Directors 
Sang-hoon Lee 
Mar 23, 2018– 
Feb 14, 2020 
0.0 
- 
- 
0.0 
0.0 
- 
- 
0.0 
Ki-nam Kim 
Mar 23, 2018– 
Mar 16, 2022 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Hyun-suk Kim 
Mar 23, 2018– 
Mar 16, 2022 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Dong-jin Koh 
Mar 23, 2018– 
Mar 16, 2022 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Jong-hee Han 
Mar 18, 2020~ 
96.4 
90.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Yoon-ho Choi 
Mar 18, 2020– 
Dec 31, 2021 
93.3 
- 
87.5 
100.0 
100.0 
- 
100.0 
100.0 
Kye-hyun Kyung 
Mar 16, 2022~ 
100.0 
100.0 
- 
- 
100.0 
100.0 
 
- 
Tae-moon Roh 
Mar 16, 2022~ 
87.5 
87.5 
- 
- 
100.0 
100.0 
- 
- 
Hark-kyu Park 
Mar 16, 2022~ 
100.0 
100.0 
- 
- 
100.0 
100.0 
- 
- 
Jung-bae Lee 
Mar 16, 2022~ 
100.0 
100.0 
- 
- 
100.0 
100.0 
- 
- 
Independent Directors 
Jae-wan Bahk 
Mar 11, 2016– 
Mar 19, 2022 
95.2 
66.6 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Sun-uk Kim 
Mar 23, 2018~ 
96.4 
90.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Byung-gook Park 
Mar 23, 2018– 
May 17, 2022 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Jeong Kim 
Mar 23, 2018~ 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Curin Ahn 
Mar 20, 2019– 
Mar 19, 2022 
095.2 
66.6 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Han-jo Kim 
Mar 20, 2019~ 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
100.0 
Wha-jin Han 
Mar 16, 2022– 
Apr 20, 2022 
100.0 
100.0 
- 
- 
100.0 
100.0 
- 
- 
Jun-Sung Kim 
Mar 16, 2022~ 
100.0 
100.0 
- 
- 
100.0 
100.0 
- 
- 
Eun-nyeong Heo 
Nov 3, 2022~ 
100.0 
100.0 
- 
- 
100.0 
100.0 
- 
- 
Myung-hee Yoo 
Nov 3, 2022~ 
100.0 
100.0 
- 
- 
100.0 
100.0 
- 
- 
March 16, 2022: Kye-hyun Kyung, Tae-moon Roh, Hark-kyu Park, and Jung-bae Lee were newly appointed as Executive Directors; and Jun-sung 
Kim and Wha-jin Han were newly appointed as Independent Directors. 
April 20, 2022: Wha-jin Han vacated her position as an Independent Director citing personal reasons. 
May 17, 2022: Independent Director Byung-gook Park passed away. 
November 3, 2022: Eun-nyeong Heo and Myung-hee Yoo were newly appointed as Independent Directors. 
March 15, 2023: Jong-hee Han was reappointed as an Executive Director.

- 54 - 
 
(6) Board committees  
(Core Principle 8) Board committees 
■ The Board should establish committees dedicated to specific functions and roles for efficient operation 
of the Board. 
1) Independent Directors in board committees 
(Specific Principle 8-①) Committees should be composed of a majority of Independent Directors.  
The Audit Committee and Compensation Committee should consist entirely of Independent Directors. 
 
A. Board committees, main roles, and composition 
The Board has established committees in accordance with Article 28-2 of the Articles of Incorporation and 
Article 11-2 of the Regulations of the Board; and it has delegated certain responsibilities to the committees to 
ensure efficient operation of the Board. The Company established and has been operating six committees in 
total: the Management Committee, the Audit Committee, the Independent Director Recommendation 
Committee, the Compensation Committee, the Related Party Transactions Committee, and the Sustainability 
Committee. The Board and the relevant committees are entrusted with the task of managing risks broken 
down into characteristic and performing the functions of the Risk Management Committee. Specifically, risk 
management responsibilities of the Board and its committees are related with the following areas: the Board 
with policy/regulations changes and the Company’s overall business; the Management Committee with 
business operations; the Audit committee with financial issues, which include accounting transparency; the 
Independent Director Recommendation Committee with the assessment of the expertise, level of 
understanding, independence, diversity, and ability of potential candidates for Independent Director 
positions; the Compensation Committee with ensuring the objectivity and transparency of the decision-
making process for Director compensation; the Related Party Transactions Committee with laws related to 
transactions with subsidiaries and ethical compliance; and the Sustainability Committee with issues related 
to CSR and those that may have significant impact on shareholder value, such as the shareholder return 
policy. 
For detailed information about the Board’s committees and their main roles and composition, please refer to 
“3. Board of Directors-(2) Board Composition”. 
 
B. Board committees composed of majority of Independent Directors (all members shall be 
     Independent Directors for Audit Committee and Compensation Committee) 
In accordance with Article 415-2 of the Commercial Act, more than 2/3 of Audit Committee members shall be 
Independent Directors. In accordance with Article 542-8 of the Commercial Act, majority of Independent 
Director Recommendation Committee shall be Independent Directors. We increased independence across 
the Board by forming all committees entirely with Independent Directors, excluding the Management 
Committee, which consists of five Executive Directors to make efficient decisions about business matters.  
2) Regulations for Board operation 
(Specific Principle 8-②) All matters relating to the structure, operation, and authority of each committee 
must be stipulated as regulation. All resolutions by board committees should be reported to the Board. 
 
A. Structure, operation, and authority of a board committee stipulated as regulation 
(i) Whether goals, authorities and responsibilities, evaluation of activities and achievements during  
      reporting period, composition of committees, and Director’s eligibility, appointment, and dismissals are  
      stipulated 
Each committee stipulates the goal, authorities and responsibilities, composition, operation, appointment and 
dismissals in accordance with regulations of the Board of Directors. Details of committee activities are 
disclosed via business reports among others. Although evaluation of activities and achievements is not 
stipulated in the regulation, it is considered when evaluating Independent Directors.

- 55 - 
 
1. Management Committee 
1) Composition: 5 Executive Directors (Jong-hee Han, Kye-hyun Kyung, Tae-moon Roh, Hark-kyu Park, 
Jung-bae Lee) 
2) Authorities and responsibilities: The Management Committee deliberates and decides on matters 
delegated by the Board related to general management and finance. The Committee deliberates and 
decides on the following matters: 
A. General management 
- Annual or mid- to long-term management policy and strategy 
- Key management strategy  
- Business planning and restructuring 
- Establishment, relocation, and withdrawal of overseas branches and corporations 
- Initiation of cooperative efforts, such as strategic partnerships with foreign companies 
- Acquisition or disposal of domestic and overseas subsidiaries (provided the value of the 
transaction exceeds 0.1% of total equity) 
- Other major management matters 
- Establishment, relocation, and withdrawal of branches and operations 
- Appointment or dismissal of supervisors 
- Suspension or shutdown of production over 5% of the total production in the recent year 
- Licensing agreements, technology transfers, and technology partnerships of over 0.5% of the 
total equity 
- Acquisitions and transfers of patents related to new material and new technology of over 0.5% 
of the total equity 
- Collection and destruction of products corresponding to over 5% of the total sales in the recent 
business year 
- Contracting for over 5% of the total sales in the recent business year 
- Contracting or canceling of single sales agencies and suppliers over 5% of the total sales in the 
recent business year 
- Setting basic principles of organization management 
- Decision making on basic principles and any changes related to wages, bonuses, and fringe 
benefits 
- Appointments, dismissals, and changes of transfer agents 
- Closing of the shareholder register and setting the reference date 
- Establishing corporate guidelines for business and management related activities 
B. Matters related to finance 
- Acquisitions or disposals of equity investments with a value no less than 0.1% and less than 
2.5% of the total equity 
- Direct overseas investments with a value no less than 0.1% and less than 2.5% of the total 
equity 
- New debt guarantee (excluding extension of period) or collateral issuance with a value no less 
than 0.1% and less than 2.5% of the total equity 
• Collateral: Only in the case of providing collateral for others 
• Guarantee: Excludes performance guarantee (e.g., bid, contract, defect, difference 
guarantee) and tax payment guarantee 
- New credit agreement contract (excluding extension of period) with a value no less than 0.1% 
and less than 5% of the total equity 
- Approval of related party transactions: 
- Related party transactions with affiliates involving cash (loans and payments), equity (stocks  
and bonds) or assets (such as real estate and intangible property rights) with a value no less  
than KRW 3 billion and less than 5 billion, as defined in the Monopoly Regulation and Fair  
Trade Act 
※ Excluding cases where existing contracts are renewed without significant changes. 
- Insurance of Corporate Bond  
- Acquisition and disposal of real estate with a value of over 0.1% of the total equity, provided the

- 56 - 
 
transaction is with the third party 
Any matters that the CEO deems necessary and important for the business (e.g., capex) 
C. All other matters except for those delegated to the Board and other committees in accordance with 
regulations of the Board 
2. Independent Director Recommendation Committee 
1) Composition: 3 Independent Directors (Sun-uk Kim, Eun-nyeong Heo, Myung-hee Yoo)  
2) Authorities and responsibilities: The Independent Director Recommendation Committee was 
established in accordance with Article 542-8 of the Commercial Act, Article 28-5 of the Articles of 
Incorporation, and Article 12-3 of the Regulations of the Board. The Committee evaluates potential 
candidates for Independent Directors to be presented at a general meeting of shareholders and 
recommends candidates to the Board. 
3. Related Party Transactions Committee 
1) Composition: 3 Independent Directors (Sun-uk Kim, Han-jo Kim, Jeong Kim) 
2) Authorities and responsibilities: The Related Party Transactions Committee was established by a 
resolution of the Board, without legal mandates, to enhance transparency of the Company’s 
management through a voluntary compliance system. 
- Right to receive reports on related party transactions: 
 The Committee can request reports on related party transactions with affiliates 
※ According to the Monopoly Regulation and Fair Trade Act, the Related Party Transactions 
committee is permitted to conduct preliminary reviews of and approve related party transactions 
worth KRW 5 billion and over, and other transactions that are deemed significant 
- Right to order ex officio investigation of related party transactions 
- Right to propose corrective measures for related party transactions 
 
4. Compensation Committee 
1) Composition: 3 Independent Directors (Jeong Kim, Han-jo Kim, Jun-sung Kim) 
2) Authorities and responsibilities: The Compensation Committee was established by a resolution of the  
Board, without legal mandates, to reinforce transparency and objectiveness of the decision-making  
process regarding remuneration of Directors. The Committee has the authorities in the follow areas: 
- Propose a remuneration limit of Directors at the AGM 
- Establish a Director remuneration system  
- Other matters delegated by the Board 
 
5. Sustainability Committee 
1) Composition: 6 Independent Directors (Han-jo Kim, Sun-uk Kim, Jeong Kim, Jun-sung Kim, Eun-
nyeong Heo, Myung-hee Yoo) 
2) Authorities and responsibilities: The Sustainability Committee was established in July 2021 as an 
expansion of the Governance Committee. The Committee was created by a resolution of the Board to 
fulfill the Company’s corporate social responsibility and to increase shareholder value by pursuing 
sustainability management in the areas of ESG. The Governance Committee has authorities in the 
following areas: 
- Matters related to sustainability management 
• Key strategies and polies in sustainability management 
• Report on key activities related to sustainability management, including ESG 
• Plans on releasing the Sustainability Report 
- Matters related to enhancing shareholder value 
• Preliminary review on shareholder return policies 
• Report on key issues related to shareholder rights and interest 
- Other matters that may significantly impact sustainability management and shareholder value 
that are deemed necessary for the Committee to discuss  
- Matters related to the establishment, composition, and operation of organizations under the 
Committee, including research groups, councils, etc. 
- Other matters delegated by the Board

- 57 - 
 
 
6. Audit Committee 
※ Please refer to 4. Audit System – (1) Audit Committee for details related to Audit Committee 
 
B. Reporting to the Board: Committee resolutions 
Each Director is notified of resolutions adopted by board committees. A Director may request a convocation of 
a board meeting to the Chairman and go through the resolution process again if deemed necessary, excluding 
the resolutions made by the Audit Committee to ensure independence of that committee.  
 
C. Board committee meetings and attendance of Directors 
 
<Management Committee> 
< Meetings in 2022> 
Date 
Attendance 
Agenda item 
Type 
Result 
Jan 27 
4/4 
- Investment in memory business 
Resolution 
Approved 
- Investment in memory business (Pyeongtaek) 
Resolution 
Approved 
- Establishment of overseas subsidiary  
Resolution 
Approved 
- Lease agreements 
Resolution 
Approved 
Feb 25 
4/4 
- Investment in memory business (Line 3 in Pyeongtaek) 
Resolution 
Approved 
- Investment in memory business (Line 4 in Pyeongtaek) 
Resolution 
Approved 
- Investment in memory business 
Resolution 
Approved 
- Investment in DS division 
Resolution 
Approved 
- Establishment of overseas subsidiary 
Resolution 
Approved 
Apr 1 
5/5 
- Appointment of the head of the Management Committee  
Resolution 
Approved 
- Investment in memory business (2023) 
Resolution 
Approved 
- Investment in memory business (2025) 
Resolution 
Approved 
- Investment in memory business 
Resolution 
Approved 
- Investment in foundry business (Pyeongtaek) 
Resolution 
Approved 
- Investment in foundry business 
Resolution 
Approved 
- Investment in Test & System Package (Cheonan) 
Resolution 
Approved 
- Investment in Test & System Package 
Resolution 
Approved 
- Lease agreements 
Resolution 
Approved 
- Investment in semiconductor research center (Giheung) 
Resolution 
Approved 
- Investment in semiconductor research center 
Resolution 
Approved 
Apr 5 
5/5 
- Investment in memory business 
Resolution 
Approved 
Apr 28 
5/5 
- Investment in semiconductor research center 
Resolution 
Approved 
- Investment in memory business 
Resolution 
Approved 
- Purchase of liability insurance  
Resolution 
Approved 
May 27 
5/5 
- Investment in foundry business (Pyeongtaek) 
Resolution 
Approved 
- Investment in foundry business (Pyeongtaek) 
Resolution 
Approved 
Jun 30 
5/5 
- Investment in memory business 
Resolution 
Approved 
- Investment in Cheonan plant 
Resolution 
Approved 
- Partnership agreement 
Resolution 
Approved 
Jul 13 
4/5 
- Licensing agreement 
Resolution 
Approved 
Jul 28 
4/5 
- Investment in memory business 
Resolution 
Approved 
Nov 17 
5/5 
- Investment in memory business (Line 3 in Pyeongtaek) 
Resolution 
Approved

- 58 - 
 
- Investment in memory business (Line 4 in Pyeongtaek) 
Resolution 
Approved 
- Investment in memory business 
Resolution 
Approved 
- Participation in an overseas subsidiary's share placing  
Resolution 
Rejected 
Dec 14 
5/5 
- Licensing agreement 
Resolution 
Approved 
Agenda item 4 in the November 17 meeting (Participation in an overseas subsidiary's share placing) was rejected because the Committee concluded 
that the subsidiary is capable of carrying out a capital increase with its own reserve fund even if the Headquarters does not participate in the share 
placing. 
 
< Meetings in 2023 (as of the disclosure date)> 
Date 
Attendance 
Agenda item 
Type 
Result 
Jan 19 
5/5 
Licensing agreement 
Resolution 
Approved 
Apr 27 
5/5 
Appointment of the head of the Management Committee 
Resolution 
Approved 
Establishment of overseas subsidiary 
Resolution 
Approved 
Liquidation of an overseas subsidiary 
Resolution 
Approved 
Liquidation of an overseas subsidiary 
Resolution 
Approved 
May 15 
4/5 
Investment in memory business 
Resolution 
Approved 
Acquisition of an overseas subsidiary 
Resolution 
Approved 
 
<Attendance in the recent three years> 
Name 
Attendance (%) 
Average 
2022 
2021 
2020 
Ki-nam Kim 
100.0 
100.0 
100.0 
100.0 
Hyun-suk Kim 
95.7 
100.0 
100.0 
91.7 
Dong-jin Koh 
95.7 
100.0 
100.0 
91.7 
Jong-hee Han 
96.6 
100.0 
100.0 
88.9 
Yoon-ho Choi 
100.0 
- 
100.0 
100.0 
Kye-hyun Kyung 
100.0 
100.0 
- 
- 
Tae-moon Roh 
88.9 
88.9 
- 
- 
Hark-kyu Park 
88.9 
88.9 
- 
- 
Jung-bae Lee 
100.0 
100.0 
- 
- 
 
< Independent Director Recommendation Committee> 
<Meetings in 2022> 
Date 
Attendance 
Agenda item 
Type 
Result 
Jan 27 
3/3 
Appointment of the head of the Committee 
Resolution 
Approved 
Deadline for recommendation of Independent Director candidates  
Resolution 
Approved 
Feb 11 
3/3 
Recommendation of Independent Director candidates 
Resolution 
Approved 
Aug 30 
2/2 
Recommendation of Independent Director candidates 
Resolution 
Approved 
There have been no meetings in 2023 as there have been no Independent Director candidates to be elected.

- 59 - 
 
<Attendance in the recent three years> 
Name 
Attendance (%) 
Average 
2022 
2021 
2020 
Byung-gook Park 
100.0 
100.0 
100.0 
- 
Jeong Kim 
100.0 
100.0 
100.0 
- 
Curie Anh 
100.0 
100.0 
100.0 
- 
Sun-uk Kim 
100.0 
100.0 
- 
- 
Eun-nyeong Heo 
- 
- 
- 
- 
Myung-hee Yoo 
- 
- 
- 
- 
There were no meetings in 2020 as there were no Independent Director candidates to be elected.  
Independent Directors Eun-nyeong Heo and Myung-hee Yoo were appointed on March 15, 2023. 
 
< Related Party Transaction Committee> 
<Meetings in 2022> 
Date 
Attendance 
Agenda item 
Type 
Result 
Jan 25 
3/3 
Report on 4Q21 related party transactions 
Reported item 
- 
Feb 11 
3/3 
Purchase of product liability insurance 
Deliberation 
- 
Mar 11 
3/3 
Participation in Samsung Biologics' rights offering 
Deliberation 
- 
Apr 26 
3/3 
Real estate lease agreements (lessor/lessee) of company building of SEC in 
Seocho 
Deliberation 
- 
Purchase of employee insurance policy  
Deliberation 
- 
Charitable contributions  
Deliberation 
- 
Joining of the New Technology Investment Association  
Deliberation 
- 
Lease agreements (lessor/lessee) with Samsung SDI 
Deliberation 
- 
Report on 1Q22 related party transactions 
Reported item 
- 
Jul 26 
3/3 
Joining of the New Technology Investment Association 
Deliberation 
- 
Purchase of package insurance policy for domestic operations 
Deliberation 
- 
Purchase of mobile device insurance 
Deliberation 
- 
Lease agreement (lessor) with Samsung Display 
Deliberation 
- 
Report on 2Q22 related party transactions 
Reported item 
- 
Oct 25 
3/3 
Report on 3Q22 related party transactions 
Reported item 
- 
Nov 28 
3/3 
Payment of retirement pension plan 
Deliberation 
- 
Approval of 2023 large-scale product and service transactions 
Deliberation 
- 
 
<Meetings in 2023 (as of the disclosure date)> 
Date 
Attendance 
Agenda item 
Type 
Result 
Jan 27 
3/3 
Lease agreement (lessee) with Samsung Display 
Deliberation 
- 
Report on 4Q22 related party transactions 
Reported item 
- 
Feb 10 
3/3 
Purchase of product liability insurance 
Deliberation 
- 
Financial transaction with Samsung Display 
Deliberation 
- 
Apr 25 
3/3 
Report on 1Q23 related party transactions 
Reported item 
-

- 60 - 
 
<Attendance of Directors in the recent three years> 
Name 
Attendance (%) 
Average 
2022 
2021 
2020 
Jae-wan Bahk 
100.0 
- 
100.0 
100.0 
Sun-uk Kim 
100.0 
100.0 
100.0 
100.0 
Han-jo Kim 
100.0 
100.0 
100.0 
100.0 
Jeong Kim 
100.0 
100.0 
- 
- 
 
< Compensation Committee > 
<Meetings in 2022> 
Date 
Attendance 
Agenda item 
Type 
Result 
Feb 11 
3/3 
Review on 2022 fixed annual salary for each Executive Director 
Resolution 
Approved 
Review on 2022 remuneration limit for Directors 
Resolution 
Approved 
 
<Meetings in 2023 (as of the disclosure date)> 
Date 
Attendance 
Agenda item 
Type 
Result 
Jan 27 
3/3 
Appointment of the head of the Compensation Committee 
Resolution 
Approved 
Review on 2023 fixed annual salary for each Executive Director 
Resolution 
Approved 
Review on 2023 remuneration limit for Directors 
Resolution 
Approved 
 
 
<Attendance in the recent three years> 
Name 
Attendance (%) 
Average 
2022 
2021 
2020 
Jeong Kim 
100.0 
100.0 
100.0 
100.0 
Jae-wan Bahk 
100.0 
100.0 
100.0 
100.0 
Byung-gook Park 
100.0 
100.0 
100.0 
100.0 
Han-jo Kim 
- 
- 
- 
- 
Jun-sung Kim 
- 
- 
- 
- 
There were no meetings in 2022 after Independent directors Han-jo Kim and Jun-sung Kim were appointed on March 16, 2022. 
 
< Sustainability Committee > 
<Meetings in 2022 > 
Date 
Attendance 
Agenda item 
Type 
Result 
Feb 11 
6/6 
Report on social contribution activities 
Reported item 
- 
Current status on joining the UN Global Compact 
Reported item 
- 
Report on updates of IR activities 
Reported item 
- 
Apr 28 
5/5 
Appointment of the head of the Sustainability Committee  
Resolution 
Approved 
Report on updates of IR activities  
Reported item 
- 
Results of ESG meetings with investors 
Reported item 
- 
Report on plans for publishing the Sustainability Report 
Reported item 
- 
Key tasks in company-wide sustainability management 
Reported item 
- 
Results of survey on corporate reputation 
Reported item 
- 
Jul 28 
4/4 
Report on updates of IR activities 
Reported item 
- 
Progress on promoting diversity and inclusion 
Reported item 
- 
Sep 1 
4/4 
Promotion of SEC’s Environmental Strategy (proposal) 
Resolution 
Approved 
Oct 27 
4/4 
Report on updates of IR activities 
Reported item 
-

- 61 - 
 
Internal and external sustainability management trends 
Reported item 
- 
Joining of the Semiconductor Climate Consortium 
Reported item 
- 
Progress on promoting establishment of a standardized workplace for 
persons with disabilities as a subsidiary 
Reported item 
- 
 
<Meetings in 2023 (as of the disclosure date)> 
Date 
Attendance 
Agenda item 
Type 
Result 
Jan 31 
6/6 
Report on updates of IR activities 
Reported item 
- 
 
<Attendance of Independent Directors in the recent three years> 
Name 
Attendance(%) 
Average 
2022 
2021 
2020 
Jae-wan Bahk 
100.0 
100.0 
100.0 
100.0 
Sun-uk Kim 
100.0 
100.0 
100.0 
100.0 
Byung-gook Park 
100.0 
100.0 
100.0 
100.0 
Jeong Kim 
100.0 
100.0 
100.0 
100.0 
Curie Ahn 
100.0 
100.0 
100.0 
100.0 
Han-jo Kim 
100.0 
100.0 
100.0 
100.0 
Jun-sung Kim 
100.0 
100.0 
- 
- 
Eun-nyeong Heo 
- 
- 
- 
- 
Myung-hee Yoo 
- 
- 
- 
- 
There were no meetings in 2022 after Independent Directors Eun-nyeong Heo and Myung-hee Yoo were appointed on November 3, 2022. 
For information on the Audit Committee, please refer to the 『4. Audit System - (1) Audit Committee』 section.

- 62 - 
 
4. Audit System 
(1) Internal audit system 
(Core Principle 9) Internal audit system 
■ Internal audit system should perform audit tasks independently from the management and controlling 
shareholders and key activities of the system should be disclosed.  
1) Audit Committee 
(Specific Principle 9-①) Audit Committee should maintain independence and expertise. 
 
A. Composition 
(i) Audit Committee composition and accounting/finance experts in the committee 
The Audit Committee was established in accordance with Article 415-2 and 542-11 of the Commercial Act, 
Article 28-4 of the Articles of Incorporation, and Article 12-2 of the Regulations of the Board, and is 
composed entirely of Independent Directors. As a listed company with assets over KRW 2 trillion, we have a 
Director who is an accounting and/or finance expert, as defined by the Commercial Act and relevant 
regulations. Independent Director Han-jo Kim worked for more than 5 years serving following positions: Head 
of a branch office of KEB, Head of Corporate Business Group at KEB, President of KEB Capital, President of 
KEB and Vice-Chairman of Hana Financial Group. Therefore, he is an ‘accounting and/or finance expert’ in 
accordance with Article 37 paragraph 2 subparagraph 4: a person who worked for financial organization, etc. 
in charge of accounting or finance or in charge of supervision over accounting or finance for an aggregate of 
at least five years. Han-jo Kim is qualified as an accounting and/or finance expert with the requirements 
stated in Article 542-11 paragraph 2 subparagraph 1 of the Commercial Act, and Independent Director Sun-
uk Kim is a legal expert, who worked as Law School professor and Minister of Government Legislation. In 
addition, Independent Director Jeong Kim is a global business leader who is anticipated to participate in 
Audit Committee activities with an independent and objective view based on his experience of managing 
numerous companies transparently and fairly. The composition of the Audit Committee as of the end of May 
2023 is shown below. 
< Composition of the Audit Committee> 
Name 
Audit experience 
Notes 
Han-jo Kim 
(head) 
- 
Chairman of Hana Nanum Foundation (2022–present) 
- 
Chairman of Hana Foundation (2019–Apr 2021) 
- 
Vice-Chairman of Hana Financial Group (2015–2016) 
- 
President of KEB (2014–2015) 
- 
President of KEB Capital (2013–2014) 
- 
Head of Corporate Business Group of KEB (2012-2013) 
- 
Head of branch office of KEB (1999-2002, 2004-2005) 
 
Sun-uk Kim 
- 
Professor Emeritus at School of Law of Ewha Womans University (2018-) 
- 
Professor at School of Law, Ewha Womans University (1995–2018) 
- 
President at Ewha Womans University (2010–2014) 
- 
Minister of Government Legislation (2005–2007) 
 
Jeong Kim 
- 
Co-Founder and Executive Chairman of Kiswe Mobile (2013–present) 
- 
Chief Strategy Officer of Alcatel-Lucent (2011–2013) 
- 
President of Alcatel-Lucent Bell Labs (2005–2013) 
- 
Professor of Electrical and Computer Engineering & Mechanical Engineering at 
University of Maryland (2002–2013) 
- 
Senior Executive and Corporate Officer of Lucent Technologies (1998–2001) 
- 
Founder, Chairman & CEO of Yurie Systems (1992–1998)

- 63 - 
 
 (ii) Policies to secure independence and expertise of the Audit Committee  
The independence of our Audit Committee is ensured as all three of its positions are filled by Independent 
Directors. This exceeds the requirement set forth in Article 2 Paragraph 2 of the Audit Committee regulation: 
the Audit Committee shall consist of three members, including at least two Independent Directors. In 
addition, when nominating candidates for the Audit Committee, we consider the following to ensure the 
expertise and independence of the Committee: the member should have sufficient understanding of the 
electronics industry and abundant experience in the fields of accounting, finance, law, and/or economics; the 
member should not have any interest with the Company or any major shareholder of the Company so they 
can oversee the Board and the management from an independent perspective. Moreover, Audit Committee 
members can receive training conducted by external specialized organizations upon request. 
 
B. Audit Committee operation 
(i) Regulation on Audit Committee operation 
In the Regulations of the Audit Committee, the Company defines the composition, authorities and 
responsibilities of operation, and more. The authorities and responsibilities are also included in the internal 
accounting management regulations of Internal Accounting Control System Guidance. The Audit Committee 
can audit overall activities and processes performed by the Board of Directors, CEOs, etc. It is authorized to 
receive a report on the work done by Directors and/or employees, or investigate the business and the assets 
of the Company. Some of the major authorities and responsibilities of the Audit Committee as stated in 
Regulations of the Audit Committee are shown below. 
 
<Key Authorizations> 
① Authority to audit business operations of the Company: The committee can audit overall business of the 
Company, including tasks performed by the Board and the CEOs. 
② Authority to request reports on the business status of the Company and investigate assets of the 
Company: The committee can request Directors or employees to submit reports on the business 
operated by the Company or investigate the businesses or assets of the Company.  
③ Authority to receive reports from Directors: Directors shall report to the committee immediately if they find 
any risks that can have a material impact on the Company. 
④ Authority to investigate subsidiaries of the Company: A committee of a parent company can request that 
a committee of a subsidiary submit reports on the company’s business, when deemed necessary to 
perform its duties. When the subsidiary company does not immediately report the business, or the report 
needs additional checking, the committee can investigate the business or assets of the subsidiary. 
⑤ Authority to request a halt of any acts in violation of laws and regulations or the Articles of Incorporation: 
When a Director’s action is in violation of laws or Articles of Incorporation and causes irreversible 
damages, the Committee can request the Director to stop these acts. 
⑥ Authority to Institute Various Actions: The Committee can institute an action such as a cancelation of 
convocation, nullification of issuing new shares, or nullification of a capital reduction, and is exempted 
from collateral obligations. 
⑦ Authority to request the convocation of a general meeting of shareholders: The Committee can request 
the convocation of an EGM by submitting a written proposal in which agenda items and reasons for 
convocation are stated to the Board. 
⑧ Authority to seek external advice at the expense of the Company 
⑨ Designation of external auditor: The Company shall appoint an accounting firm designated by the Audit 
Committee as external auditor, unless an external auditor is designated by the Securities & Futures 
Commission. 
⑩ Approval of request for designating another external auditor: The Company shall receive approval from 
the Audit Committee to make a request to the Securities & Futures Commission to designate another 
external auditor.  
⑪ Any other authority granted to the committee by relevant laws and regulations, the Articles of 
Incorporation or a board resolution 
 
<Major Responsibilities> 
① Duty of Care and Due Diligence: Committee members shall execute their duties with such care as is 
required of good managers. 
② Duty of investigation on the Annual General Meeting and reporting: Auditors shall examine the agenda 
items and documents to be submitted by Directors to a general shareholders' meeting and at the general 
shareholders' meeting shall state their opinions as to whether such agenda items or documents include

- 64 - 
 
any matter contrary to any Act, subordinate statute or the Articles of Incorporation or any considerably 
unfair matter.  
③ Duty of investigation on the Board and reporting: When any auditor deems that a director acts or is likely 
to act in contravention of Acts, subordinate statutes or the Articles of Incorporation, the auditor shall 
report such to the Board of Directors.  
④ Duty of preparing audit records: Auditors shall prepare records on audit activities, which includes audit 
procedure and results, and each member’s name shall be listed and affix their seal or sign the audit 
record. 
⑤ Duty of production and reporting of Audit Report: Auditors shall submit to Directors an audit report at least 
one week prior to the date set for an AGM on balance sheet, income statement, consolidated financial 
statement, operation report, and other financial statement under relevant regulations provided to the 
auditors at least six weeks prior to the Annual General Meeting.  
⑥ Duty under the External Auditing Act: If the Committee finds any wrongful act or violation of statutes or 
the Articles of Incorporation concerning the designation of an external auditor, preparation and reporting 
of an evaluation of the internal accounting scheme, investigation of a violation of accounting standards, or 
a director’s conduct, it shall take actions—eg. inform the external auditor—in accordance with the Act on 
External Audit of Stock Companies, Etc. Act. 
 
(ii) Provision of training necessary to perform duties and advice/support from outside expert 
To support Audit Committee members to effectively carry out their duties, the Company provides reports or 
training on major issues such as the nature of the industry the Company is in, changes in management 
environment, legal changes, and more. Moreover, Article 15 of the Internal Accounting Control System 
Guidance stipulated in April 2019 mandates annual training on internal control changes to committee 
members. The training will be provided in the second half of this year. In accordance with Article 8 Paragraph 
8 of the Regulations of the Audit Committee, the Committee can seek help from expert with the Company’s 
financial support. 2022 training sessions are shown below. 
<Training for Audit Committee in 2022> 
Date 
Team 
Participants 
Reason for absence 
Contents 
May 25, 2022– 
May 26, 2022 
Corporate Finance & 
Accounting Team, 
external experts 
Jeong Kim 
- 
Introduction materials 
July 26, 2022 
External experts 
Han-jo Kim 
Sun-uk Kim 
Jeong Kim 
- 
Internal accounting 
management system 
 
(iii) Investigation on wrongdoing of executives and provision of information and financial support for the 
      
 Audit Committee 
In accordance with the Regulations of the Audit Committee, the Committee has the authority to audit the 
overall business of the Company, including tasks performed by the Board and the CEOs, and can seek help 
from external experts with company’s financial support. Expenses for Committee activities are covered by 
the Company as stipulated in Article 13 of the Regulations of the Audit Committee: Expenses for meetings 
and other operations of Audit Committee shall be covered by the Company. In accordance with Article 9 of 
Regulations of the Audit Committee, the Committee shall report any violation or a risk of violation of 
regulations or Articles of Incorporation by a Director. In addition, when any wrongdoing by a Director or 
material fact that is against regulation or Articles of Incorporation is identified, the Committee shall 
immediately report it to an external auditor. 
 
(iv) Support team for the Audit Committee 
The Company operates an internal audit team and internal accounting assessment support group to support 
the audit activities of the Audit Committee. The internal audit team, which is called the Corporate Auditing 
Team, falls within the Corporate Management Office and audits performances of the Company’s 
organizations through regular, ad hoc, and special audits, and reports the results to the Audit Committee 
twice a year. Changes requiring updates, such as work process alterations, are reported as often as needed 
to Committee members via phone calls or emails. The head of the Corporate Auditing Team is also an 
Executive Vice President and the persons supporting Audit Committee have experience and knowledge in 
finance and accounting. The Internal Accounting Assessment Support Group, working under the Audit 
Committee, provides support for the Audit Committee on activities regarding overall design and operation of 
the internal accounting management scheme as stipulated in the Act on External Audit of Stock Companies. 
The Internal Accounting Assessment Support Group is headed by a Vice President and conducts

- 65 - 
 
assessments on the operation of the internal accounting management scheme with an external organization 
(accounting firm) specializing in accounting and internal control. 
 
Team 
Composition 
Service years on team 
Major tasks 
Corporate Auditing 
Team 
1 Executive Vice President, 
1 Principal Professional, 
2 Senior Professionals 
Executive Vice President: 3 years 5 
months 
Principal Professional: 5 years 5 months 
Senior Professionals: 2 year 10 months 
(average) 
Support the Audit 
Committee 
Internal accounting 
assessment support 
group 
1 Vice President, 
1 Lawyer, 
1 Professional 
Vice President: 4 years 5 months 
Lawyer: 2 year 2 months 
Senior Professional: 2 year 4 months 
Support assessment of 
the internal accounting 
management system 
Service years as of the disclosure date  
   
   (v) Accessibility of information for Audit Committee members 
Article 8 of the Regulations of the Audit Committee stipulates that the Committee has the authority to request 
reports on business or investigate assets of the Company. As such, the Committee can request Directors or 
employees to submit reports on the business or investigate the businesses or assets of the Company, and 
receive external expert’s advice with Company’s budget. Also, we are working to ensure that Committee 
members are provided with sufficient information: agenda items are sent two days prior to an Audit 
Committee meeting via email so that members have adequate time to review them in advance.  
 
C. Compensation scheme appropriate for performing duties 
The Audit Committee is composed entirely of Independent Directors, and the Audit Committee members 
receive the same remuneration as the Independent Directors who are not Audit Committee members, given 
the remuneration criteria for Independent Directors. The remuneration includes a base salary which considers 
time invested as well as responsibilities and risks in performing their duties. Remuneration criteria for Audit 
Committee members follow that of Independent Director’s. 
       (KRW mil) 
Type 
Number of 
members1) 
Total 
remuneration2) 
Average 
remuneration 
Note 
Independent Director 
(Excluding Audit Committee members) 
3 
449 
150 
- 
Audit Committee members 
3 
644 
215 
- 
1) As of December 31, 2022. 
2) Remuneration is the earned income as per Income Tax Act (Article 20: Wage and Salary Income, Article 21: Other Income, Article 22: Retirement 
income); includes received remuneration of directors that resigned or were newly appointed during the reporting period. 
 
D. Securing independence and expertise 
Our Audit Committee consists of experts with knowledge and experience in accounting, finance, and law. All 
three members are Independent Directors, performing auditing activities independently on Director’s work and 
the Company’s operation, as stipulated in the Regulations of the Audit Committee. 
 
2) Activities of the Audit Committee 
(Specific Principle 9-②) Internal auditing bodies, including Audit Committee and auditors, should dutifully 
perform audit activities such as holding regular meetings and transparently disclosing their activities. 
 
A. Audit Committee Activities 
(i) Conduct auditing and appoint external auditor 
The Audit Committee met 7 times in 2022 and 3 times in the first half of 2023; and a total of 51 agenda items 
were discussed with 5 items submitted and resolved, and 46 items were reported and reviewed. All three 
members were present at every meeting. Reported items include financial statements, business reports, 
evaluations of the internal accounting control system operation, and auditing activities. Reviewed items 
include AGM agenda items. Resolved items included deciding audit contract conditions with a designated 
external auditor. Resolutions are notified to each Director within 2 days and the results of review per agenda 
and updates are recorded in the meeting minutes.

- 66 - 
 
Article 9 of the Regulations of the Audit Committee stipulates that the Committee holds in-person meetings to 
evaluate the operation of the internal accounting control system and report the result of the evaluation to the 
Board in person one week prior to the AGM. Also, any suggestions on changing the management and 
operation of the internal accounting control system shall be included in the report. The Audit Committee 
received a report on the operation of the internal accounting management system (in January, April, and July 
in 2022 and January and April in 2023) and reported the results of evaluations on the operation of the 
internal accounting management system in person in January 2022 and January 2023. To ensure 
independence and expertise on evaluating the operation of the internal accounting management system, an 
internal accounting evaluation support team cooperates with an external accounting firm to conduct the 
evaluation and report to the Committee. A report on the operation of our internal accounting control system 
was disclosed alongside our 2022 annual business report.  
In accordance with Article 11-2 of the Act on External Audit of Stock Companies, the Company was requested 
to use a designated external auditor from 2020 to 2022. At the fourth Audit Committee meeting, held in July 
2019, the Company established a regulation regarding the appointment of an external auditor, and established 
a guideline on selecting an external auditor. In October 2019, the Securities & Futures Commission designated 
Deloitte Anjin LLC as an external auditor. At the sixth Committee meeting, held in November 2019, the terms 
and conditions regarding audit activities by the designated external auditor were determined, and in the same 
month, an external auditing contract was signed with Deloitte Anjin LLC based on those conditions. Deloitte 
Anjin LLC has been conducting auditing activities for the Company since its appointment for 2020. As for the 
reporting period, in April 2022, the Audit Committee determined the terms and conditions, including 
compensation, and external auditing activities have been conducted after the agreement with Deloitte Anjin 
LLC in accordance with the terms and conditions. 
The requirement period in which the Company had to use a designated external auditor ended as of the end 
of 2022, so the Company needed to appoint a new external auditor for 2023–2025. Therefore, at the fourth 
Audit Committee meeting, held in July 2022, the Audit Committee determined the detailed standards for 
appointing an external auditor via revisions of the regulation on the appointment of an external auditor. 
Based on these standards, the Audit Committee at the seventh Audit Committee meeting, held in October 
2022, selected Samjong KPMG as the external auditor for 2023–2025; and it determined the terms and 
conditions, including compensation, for the 2023 contract. The Company appointed Samjong KPMG, which 
had been selected by the Audit Committee, as its external auditor and signed an external auditing contract 
with the firm pursuant to the terms and conditions determined by the Audit Committee in November 2022. 
 (ii) Audit Activities 
Activities of the Audit Committee since 2022 as of reporting date are shown below. 
① Audit Committee meetings 
<Meetings in 2022> 
Date 
Attendance 
Agenda item 
Type 
Result 
Jan 25 
3/3 
Report on 2021 internal accounting management system activities 
Reported item 
- 
Report on 2021 evaluation of internal accounting management system 
activities 
Reported item 
- 
Report on communication between Audit Committee and external auditor 
Reported item 
- 
Report on 2021 financial statement and business report 
Reported item 
- 
Report on 4Q21 non-audit activities 
Reported item 
- 
Report on 4Q21 external contributions 
Reported item 
- 
Report on 2021 audit activities 
Reported item 
- 
Feb 11 
3/3 
Review of the 53rd AGM agenda 
Deliberation 
- 
Revision of internal accounting management regulations 
Reported item 
- 
Report on 2021 activities of internal compliance system activities 
Reported item 
- 
Apr 26 
3/3 
Report on communication between Audit Committee and external auditor 
Reported item 
 
Appointment of the head of the Audit Committee 
Resolution 
Approved 
Report on 2021 audit activities 
Reported item 
- 
Decision on audit contract conditions with a designated external auditor 
Resolution 
Approved 
Report on the 1Q22 interim business report 
Reported item 
-

- 67 - 
 
Date 
Attendance 
Agenda item 
Type 
Result 
Report on 1Q22 non-audit activities 
Reported item 
- 
Plans for review of internal accounting management system activities in 2022 Reported item 
- 
Report on 1Q22 external contributions  
Reported item 
- 
Plans for assessment of internal accounting management system activities in 
2022 
Reported item 
- 
Jul 26 
3/3 
Report on communication between Audit Committee and external auditor 
Reported item 
- 
Report on 2022 half-year business report 
Reported item 
- 
Report on 2Q22 non-audit activities 
Reported item 
- 
Interim report on 2022 internal accounting management system activities 
Reported item 
- 
Report on 2Q22 external contributions 
Reported item 
- 
Report on 1H22 audit activities 
Reported item 
- 
Revision of external auditor appointment regulations 
Resolution 
Approved 
Interim report on evaluation of 2022 internal accounting management system 
activities 
Reported item 
- 
Aug 30 
3/3 
Review of the EGM agenda 
- 
- 
Oct 25 
3/3 
Report on communication between Audit Committee and external auditor 
Reported item 
- 
Report on 3Q22 interim business report 
Reported item 
- 
Report on 3Q22 non-audit activities 
Reported item 
- 
Report on 3Q22 external contributions 
Reported item 
- 
Oct 27 
3/3 
Decision on compliance with the appointment of an external auditor 
Resolution 
Approved 
Decision on appointing an external auditor 
Resolution 
Approved 
Establishment of the 2022 Retirement Pension Committee 
Reported item 
- 
<Meetings in 2023 (as of the disclosure date)> 
Date 
Attendance 
Agenda item 
Type 
Result 
Jan 27 
3/3 
Report on 2022 internal accounting management system activities 
Reported item 
- 
Report on 2022 evaluation of internal accounting management system 
activities 
Reported item 
- 
Report on communication between Audit Committee and external auditor 
Reported item 
- 
Report on 2022 financial statement and business report 
Reported item 
- 
Report on 4Q22 non-audit activities 
Reported item 
- 
Report on 4Q22 external contributions 
Reported item 
- 
Report on 2022 audit activities 
Reported item 
- 
Feb 10 
3/3 
Review of the 54th AGM agenda 
- 
- 
Report on 2022 activities of internal compliance system activities 
Reported item 
- 
Apr 25 
3/3 
Report on communication between Audit Committee and external auditor 
Reported item 
- 
Report on 2022 audit activities 
Reported item 
- 
Report on the 1Q23 interim business report 
Reported item 
- 
Report on 1Q23 non-audit activities 
Reported item 
- 
Plans for review of internal accounting management system activities in 2023 Reported item 
- 
Report on 1Q23 external contributions  
Reported item 
- 
Plans for assessment of internal accounting management system activities in 
2023 
Reported item 
-

- 68 - 
 
② Attendance of Directors at Audit Committee meetings  
< Attendance of Directors in 2022 > 
 
Name 
Jan 25 
Feb 11 
Apr 26 
July 26 
Aug 30 
Oct 25 
Oct 27 
Note 
Independent 
Directors 
Jae-wan Bahk 
Present 
Present 
- 
- 
- 
- 
- 
3rd term 
expired on 
Mar 19 
Han-jo Kim 
Present 
Present 
Present 
Present 
Present 
Present 
Present 
- 
Sun-uk Kim 
Present 
Present 
Present 
Present 
Present 
Present 
Present 
- 
Jeong Kim 
- 
- 
Present 
Present 
Present 
Present 
Present 
Newly 
appointed on 
Mar 16 
 
< Attendance of Directors in 2023 (as of disclosure date) > 
 
Name 
Jan 27 
Feb 10 
Apr 25 
Note 
Independent 
Directors 
Han-jo Kim 
Present 
Present 
Present 
- 
Sun-uk Kim 
Present 
Present 
Present 
- 
Jeong Kim 
Present 
Present 
Present 
- 
 
③ Attendance of Directors at Audit Committee meetings in the recent three years  
 
<Attendance of Directors in the recent three years> 
 
Name 
Attendance (%) 
Average 
2022 
2021 
2020 
Independent Directors 
Jae-wan Bahk 
100.0 
100.0 
100.0 
100.0 
Han-jo Kim 
100.0 
100.0 
100.0 
100.0 
Sun-uk Kim 
100.0 
100.0 
100.0 
100.0 
Jeong Kim 
100.0 
100.0 
- 
- 
 
(iii) Internal regulations related to Audit Committee 
The Audit Committee stipulates relevant procedures, the reporting process for general meeting of 
shareholders, etc. in the Regulations of the Audit Committee. The Audit Committee shall meet at least once 
every quarter, and the head of the Committee shall convene a meeting. The head notifies the members of 
the meeting time and place at least 24 hours in advance via mail, electronic mail, fax, or other means of 
receiving delivery confirmation. However, the meeting notification may be skipped with the consent of all 
Committee members. 
The presence of a majority of all members shall constitute a quorum for a meeting of the Committee and the 
resolutions of the Committee shall be adopted by a majority of the votes of the members attending the 
meeting. Committee meetings may take place via electronic means, such as conference call, within the 
scope provided by relevant laws. If face-to-face meetings are required by the relevant regulations, the 
Committee can hold a meeting using telecommunication tools that allow simultaneous communications with 
video and sound.  
The Audit Committee shall submit an audit report on documents required by relevant regulations—including 
financial status and management results—the consolidated financial statement, and the business report to 
Directors one week prior to general meeting of shareholders. 
In accordance with Article 10 of the regulations of the Committee, the Committee shall keep meeting minutes 
which include the agenda, progress, votes against agenda items and reason for the opposition, and each 
member’s name and affixed seals or signature.

- 69 - 
 
B. Faithful execution of Audit Committee duties 
The Audit Committee held a total of 10 meetings since 2022 as of the disclosure date (7 in 2022 and 3 in the 
first half of 2023); a total of 51 agenda items were discussed and all three members were present at every 
meeting. Regarding auditing activity, the Committee reviews accounting related documents including 
financial statements, the process and audit results of the accounting firm, and requests for the firm to 
conduct additional reviews on accounting books and relevant documents if necessary. An internal 
accounting management team reports to the Committee on the internal accounting control system, 
established to record and disclose reliable accounting information, followed by the Committee reviewing the 
report. The Committee is performing it duties faithfully through all possible means: by participating in the 
board meeting and other major meetings as part of auditing activity, receiving reports on the Management 
Committee’s deliberations and business activities from Directors, and requesting additional reviews and 
information regarding key tasks of the Company.

- 70 - 
 
(2) External auditor 
(Core Principle 10) External auditor 
■ External auditors should perform audits independently from the corporation subject to audit, including 
the corporation’s management and controlling shareholders, to gain trust from stakeholders, including 
shareholders, about the financial information 
1) Appointment of an external auditor and operation 
(Specific Principle 10-①) The Audit Committee should establish and operate a policy for appointment of 
an external auditor to secure independence and expertise 
 
A. Appointment of an external auditor and operation policy 
(i) Procedure for appointing an external auditor 
In July 2019, the Audit Committee established a set of regulations for appointing an external auditor to 
provide a guideline to secure independence and expertise of an external auditor. 
In October 2022, the Audit Committee appointed Samjong KPMG as an external auditor for three 
consecutive years from FY23 through FY25. Before approving the appointment of external auditor, the 
Company analyzed and evaluated proposals submitted by accounting firms as well as quantitative indicators 
for assessing capabilities such as size of the accounting firm, global auditing capability, results of FSS 
evaluations, etc based on internal regulation. 
 
(ii) Number of meetings held and items discussed regarding external auditor appointment  
In October 2022, the Audit Committee appointed Samjong KPMG as an external auditor, and the terms and 
conditions were resolved by the Audit Committee based on the evaluation of the independence, expertise, 
the proposed time for auditing, and whether auditing fee was appropriate. In December 2022, the Company 
signed an external auditing contract with Samjong KPMG in accordance with the terms and conditions. 
 
(iii) Post-external audit evaluation and the details 
In accordance with the Act on External Audit of Stock Companies, the Audit Committee in April 2023 
confirmed the implementation of the key contents of the audit contract, including audit hours and audit 
personnel, on 2022 plans for audit activities on Deloitte Anjin LLC, the Company's external auditor for 2022. 
For FY23, in accordance with the Act on External Audit of Stock Companies, the Audit Committee will submit 
an Audit Report on Samjong KPMG, the Company’s external auditor for the year, and hold an assessment 
on the implementation of the plans for audit activities. 
 
(iv) Provision of non-audit services by an external auditor and its subsidiaries 
The Company is to report to the Committee in advance when using non-audit services, and employing 
another accounting firm for the prohibited tasks defined in Article 21 of the Certified Public Accountant Act. 
Also, the Company conducts preliminary reviews on the services of all accounting firms, including the 
external auditor, to determine if there are non-audit activities before any transactions take place and the 
results are reported to the Audit Committee every quarter.  
 
There is no history of non-audit services from Deloitte Anjin LLC provided to SEC in 2022. 
Also, there is no history of non-audit services from affiliates of the external auditor (Deloitte Anjin LLC) 
provided to SEC over the reporting period. 
 
  B. Policies to ensure independence and expertise when appointing external auditor 
At a meeting in July 2019, the Audit Committee established a regulation regarding the appointment of an 
external auditor and a corresponding guideline ensuring the independence and expertise of an auditor. 
At a meeting in October 2022, the Audit Committee resolved the terms and conditions for auditing after 
evaluating Samjong KPMG’s independence, proposed timeline for auditing, and whether the auditing fee 
was appropriate in accordance with the Company’s regulation on external auditor appointment.  
We will continue our efforts to ensure independence and expertise when appointing external auditors in the 
future.

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2) Communication between the external auditor and Audit Committee 
(Specific Principle 10-②) The Audit Committee should regularly communicate with the external auditor in 
every stage of external audit and reporting of results. 
 
A. Discussion on major issues related to external auditing more than once per quarter without 
     management presence 
(i) Discussion on major issues related to external auditing more than once per quarter without management 
      presence 
The Company’s Audit Committee and the external auditor meets more than once per quarter without 
management presence to discuss major issues regarding the key internal accounting scheme, the quarterly 
audit and review of financial statements, and important facts on any wrongful act or violation of statutes or 
the Articles of Incorporation concerning director’s conduct.  
 
(ii) Major details of discussions and reflection on internal auditing 
At quarterly Audit Committee meetings, the Audit Committee receives reports directly from an external 
auditor regarding annual audit plans, audit activities, and matters to pay attention to on financial statements 
and management in general. 
As such, results of the review of the financial statements are reported every quarter, results of the audit on 
financial statements are reported at the end of the year, and there is a question-and-answer session on 
important matters. If necessary, the Committee requests an additional review on accounting books and 
related documents and receives the results of the review.  
The results of discussion with our external auditor are reflected onto our internal auditing, following 
discussions among relevant departments. 
 
   (iii) Process for external auditor to notify material facts identified during auditing activities to the Audit  
      Committee and the role of the Audit Committee 
The external auditor reports important details found during auditing activities to the Audit Committee at every 
quarterly meeting. When an external auditor informs the Committee of a violation of accounting standards, 
the Committee shall investigate the case and request correction to the leader of the Company depending on 
the result of the investigation in accordance with the Regulations of the Audit Committee. When any 
wrongdoing by a Director or any material fact that is against regulation or Articles of Incorporation is 
identified, the Committee shall immediately report it to an external auditor. 
 
   (iv) Submitting pre-audit financial statement 6 weeks (4 weeks for consolidated) prior to AGM to the external 
      auditor 
2022 financial statements on a separate and consolidated basis were submitted to the external auditor 
(Deloitte Anjin LLC) on January 31, 2023, earlier than the 6 week (February 1, 2023) deadline prior to the 
AGM held on March 15, 2023. 
 
B. Regular Communication between Audit Committee and external auditor  
As stated above, the Company’s Audit Committee and the external auditor are communicating sufficiently 
and regularly to enhance efficiency.

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Ⅲ 
Other 
Matters 
Related 
to 
Corporate Governance  
(1) Fulfilling corporate social responsibility 
The Company commits to its corporate social responsibility by addressing demands from both internal and 
external stakeholders, including shareholders, customers, and the local community. 
At Samsung Electronics, a majority of board members are Independent Directors, which enhances the 
Board’s independence and transparency. Moreover, the positions of Board Chairman and CEO were 
separated in 2018 to strengthen independence and transparency. We took a step further to improve 
corporate governance by appointing an Independent Director as the Board Chairman in 2020, a first for the  
Company, strengthening the focus on board-centered responsible management. Furthermore, in 2021, we 
added sustainability management as a metric for performance evaluation of teams and executives, thus 
linking sustainability management with our performance evaluation/compensation system. In addition, we 
made education on sustainability management mandatory for employees, and to reinforce the Board’s roles 
and responsibilities, we reorganized the Governance Committee to the Sustainability Committee. 
Furthermore, we upgraded the Sustainability Council, which had been led by the head of Corporate 
Management Office, to be led by the CEO, and executives discuss the issues related to sustainability 
management with those in charge of each area. The discussed agendas are reported to the Board and the 
Sustainability Committee depending on issues. 
As legal and ethical compliance is our top priority, we established the Code of Conduct—applicable to all 
employees—based on the Samsung Management Principle to fulfill our corporate social responsibility. In 
addition, to support our employees in making proper value judgements, the Company in 2015 established its 
Business Conduct Guideline based on Code of Conduct, and with revisions in 2016.  
Moreover, the Compliance Team has been overseen directly by the CEO since 2020 to strengthen its 
independence, and the Head of the Compliance Team attends every board meeting to support major 
decision making by the Board. In 2020, our Global Anti-corruption, Anti-bribery Policy was generally revised 
and concrete, detailed guidelines such as guidelines on external contributions were established for 
employees to use as a reference. 
The Company has also established a set of human-rights-related policies such as the Child Labor Prohibition 
Policy (June 2014), Guidelines for Apprenticeship Training (April 2016), Migrant Worker Guidelines 
(December 2016), Anti-harassment Policy (August 2018), and improved policies on migrant workers and 
prohibition of child labor in 2020. 
Samsung Electronics is committed to ensuring that using our products and services that adopt innovative 
technologies contributes to everyday sustainability. As a key part of our ongoing efforts, Samsung in 
September 2022 announced a new environmental strategy, and we are ambitiously working to achieve net 
zero carbon emissions by 2030 for the DX Division and by 2050 for all global operations. In addition, the 
Company joined the global RE100 initiative and aims to match electric power needs with renewable energy 
by 2027 for the DX Division and by 2050 for all operations globally. 
Moreover, the Company in February 2023 established Samsung’s Global Human Rights Principles, a policy 
based on international standards, including the International Bill of Human Rights. The Principles 
comprehensively encompass all of Samsung’s existing policies related to human rights, such as our Child 
Labor Prohibition Policy, Migrant Worker Policy, and Anti-Discrimination and Harassment Policy, and they 
apply to all stakeholders, including employees and temporary workers at Samsung Electronics, employees at 
partner companies, customers, and all members of related communities. Samsung will continue to enhance 
human rights protection in line with the UN Guiding Principles on Business and Human Rights. 
Samsung Electronics publishes a Sustainability Report every year to provide stakeholders with the milestones 
of our sustainability management in a more transparent manner. Our Sustainability Report is available on the 
website at https://www.samsung.com/sec/sustainability/main/.

- 73 - 
 
(2) Compensation system of employees 
The Company first introduced the annual salary system in 1998 and started compensating employees based 
on the level of responsibility within a position. In 2010, we adopted a cumulative salary system and workers 
were paid based on individual performances. Also, we employ an incentive system (Target Achievement 
Incentive and Performance Incentive), under which compensation differs depending on the annual 
achievement of a business division (target achievement, profit generated, etc.) 
In addition, in accordance with compensation regulations, the Company has simplified compensation types 
to ensure that the system is reasonable. Our basic salary system is, in accordance with compensation 
regulations, designed to pay workers according to their level, with compensation based on the value of the 
position, responsibilities, and capacity. 
 
< Total compensation of employees > 
     (KRW 100 mil) 
Year 
Total 
compensation 
Income before 
taxes 
Ratio 
No. of 
employees 
Average 
compensation per 
employee 
2020 
131,677 
204,519 
64.4% 
104,043 
1.27 
2021 
158,450 
387,045 
40.9% 
109,541 
1.44 
2022 
155,977 
296,919 
52.5% 
115,231 
1.35 
Income before taxes, the number of employees and total compensation are on a parent basis, excluding five Executive Directors. The number of 
employees was calculated based on the average number of employees throughout the year.

- 74 - 
 
Attached Compliance 
of 
Corporate 
Governance Key Indices 
 
Category 
Key Indices 
Compliance Specific grounds and detailed information on 
compliance 
Compliance 
in last year Note 
Shareholder 
① Convocation notice 4 weeks 
prior to the AGM* 
O 
Started sending notices 29 days prior to the 
AGM 
O 
 
② Electronic Voting* 
O 
First adopted at the 51st AGM 
O 
 
③ Avoiding the date of general 
meeting concentration* 
O 
Avoided the date of general meeting 
concentration 
O 
 
④ Notice of dividend policy 
and plans to shareholders once 
or more a year** 
O 
Provides details on shareholder return policy and 
future plans via IR meetings and public 
disclosures 
O 
 
Board 
⑤ Establishment and operation 
of succession plan of the CEO 
(emergency appointment policy 
included) 
O 
Established and continue to improve a 
documented succession policy 
O 
 
⑥ Establishment and operation 
of internal control policy 
O 
Established and operating an internal control 
policy on risk management, compliance, internal 
accounting management, management of public 
disclosure information, etc. 
O 
 
⑦ Separation of the Board 
Chairman and CEO 
O 
Separated since March 2018 
O 
 
⑧ Adoption of cumulative 
voting system 
X 
 
X 
 
⑨ Establishment of a policy to 
prevent appointment of a Director 
who is accountable for damage 
to corporate value or infringement 
upon shareholder rights 
O 
Based on documented Management Principle 
and internal regulations on executive 
appointment, treatment, penalties, etc., enacted 
by the Board, a process to comprehensively 
review numerous matters preceding the 
appointment and reappointment of an executive 
in order to enhance corporate and shareholder 
value 
O 
 
⑩ 
Non-existence 
of 
an 
Independent 
Director 
who 
served more than six years 
O 
N/A 
O 
 
Auditor 
⑪ Education program for the Audit 
Committee once or more a year ** 
O 
Conducted in May&July 2022 
O 
 
⑫ Establishment of an internal 
audit team (support team for 
internal audit tasks) 
X 
The Corporate Auditing Team is overseen by the 
Corporate Management Office, conducting and 
supporting internal auditing activities and Audit 
Committee activities 
X 
 
⑬ Existence of an accounting 
expert in the Audit Committee 
O 
Director Han-jo Kim is an accounting expert in 
the Audit Committee 
O 
 
⑭ Meeting of the Audit Committee 
and the external auditor without 
the presence of the management 
   once or more a quarter ** 
O 
Held more than once a quarter 
O 
 
⑮ Procedure that allows access 
of the Audit Committee to 
important business matters 
O 
Audit Committee regulation states the Authority 
to request reports on the business status of the 
Company and investigate assets of the Company 
O 
 
As of the disclosure date (May 31, 2023) 
*As of the most recent AGM. 
**In 2022.