Samsung Heavy Industries seeks to drive its operations primarily through the Board as the organization that sets business objectives and executes strategies that enhance corporate and shareholder value. Roles and responsibilities of the Board are specified in the Articles of Incorporation and Board Regulations to ensure the Board's effective function as the highest decision making body of the company. The Board is efficiently performing its functions through direct execution of authority and appropriate delegation and we will continue to manage the company through reasonable and transparent management decisions centered on the board of directors.
* More information about the Board of Directors can be found in the Corporate Governance Report within the Data Center-Report.
Samsung Heavy Industries systematically manages candidates for stable CEO succession through the 'Core Post Succession Plan', a process for CEO succession. Based on the competency of the candidate, the candidate group is divided into the 'Ready Now' group that can be active immediately and the 'Ready Later' group that is expected to be active within the next few years, and each group is updated and managed every year. we select and manage candidates for considering various items such as leadership required as a CEO and understanding of our business industry.
Samsung Heavy Industries stipulates that the number of directors constituting the Board of directors is between three and eight, and as of 2023, it is composed of a total of seven directors (three Executive Directors and four Independent Directors). Among them, Independent Directors consist of four (57.1%) that meets the Commercial Law that requires more than three Independent Directors for listed companies with more than two trillion assets. In addition, six Committees within the Board of Directors are set up to carry out the delegation of the Board of Directors.
| Committee | Composition (persons) | Major roles | |
|---|---|---|---|
| Executive Director | Independent Director | ||
| Auditor Committee | - | 3 | Audit accounting records and operations of the Company |
| Management Committee | 3 | - | Deliberation and Approval on general management, financial matters and matters delegated by the Board of Directors |
| Independent Director Recommendation Committee | 2 | 3 | Verify and recommend the independence, diversity, and capabilities of indpendent Director candidates |
| Internal Transction Committee | - | 3 | Review AGM agenda for ceiling amount of remuneration for Directors |
| Compensation Committee | 1 | 2 | ecuring objectivity and transparency in the director's remuneration decision process |
| ESG Committee | 1 | 2 | Review and Resolve ESG Strategies and Key Points |
Samsung Heavy Industries appoints Directors by approval at the general meeting of shareholders to ensure that the Board through a fair process can faithfully fulfill its duty for all shareholders.
Executive Directors systematically manage the candidates for CEO through the "Core Post Succession Plan," and based on this, the board of directors selects candidates through in-depth review by comprehensively considering the company's situation, experience, and internal and external conditions.
Independent Directors are focused on securing independence by appointing them among those recommended by the Independent Director Recommendation Committee. In particular, through the Articles of Incorporation, the requirements for exclusion of qualifications for the appointment of Independent Directors are complied with, and if they fall under this after the appointment of Independent Directors, they are required to lose their position. In addition, as a verification procedure for appointing Independent Directors who can perform their duties in an objective and independent position, we use a checklist for Independent Directors qualifications. We send a checklist to candidates recommended by the Independent Directors Recommendation Committee to check whether it is applicable or not, and we are doing our best to cross-check the business relationship with the company to appoint them who have no interest in the company as Independent Directors.
From September to October every year, CEO and HR senior executives are responsible for evaluating Independent Directors and the results are used to determine re-election or replacement at the end of their tenure. It consists of various items such as the activity performance, management contribution, and expertise of individual directors. The evaluation is based on individual performance such as committee activities and review performance for agenda to ensure fairness.
SHI is dedicated to fostering a culture of compliance and to incorporatin compliance into core business fundamentals.
With the Code of Conduct at the heart of our business practice. SHI encourages all the executives and employees to align with this mission and set clear standards for ethical conduct.
- 2025 CEO Compliance Message -
CEO, Samsung Heavy Industries Sung-an Choi
"When you abandon the law and principle for shot-term profit, you abandon yourself and complany's future. "
First, Employees shall conduct their business activities in compliance with all applicable laws and regulations by understanding the importance of compliance in business.
Second, Employees shall not make any decisions or engage in any activities that would compromise ethical standards.
Third, Employees shall be committed to maintaining the highest level of integrity and ethical standards by participating in the company's Compliance Program.
Based on a strong commitment from senior management and the Board, SHI has successfully integrated the value of compliance into standard operating procedures. SHI proactively manages compliance risks through effective management of the Compliance Program, while SHI also strives to promote a culture of compliance through a series of trainings and events.
| Compliance control standards |
It is a company regulation that sets standards and procedures for compliance control that employees should follow when performing their duties to prevent violations of the law during work. Compliance control standards Download (PDF) |
|---|---|
| Anti-Corruption Pollicy and Procedure |
It is established to promote a sound and sustainable development by ensuring that all executives and employees abide by the anti-corruption laws. Anti-Corruption Compliance Policy and Procedures Download (PDF) |
| Compliance Guideline for Business Partners |
It is established to communicate SHI's compliance standards and procedures by outlining a set of rules expected from third parties. Compliance Guideline for Business Partners (Video) |
Samsung Heavy Industries has established the Compliance Program to meet up to the rapidly changing expectations and to ensure that all executives and employees abide by laws and regulations in daily activities. The risks of misconducts are proactively managed through well-designed Compliance Programs comprised of prevention, review and monitoring, and follow-up management. SHI identifies and proactively manages compliance risks in all of its business areas by implementing compliance standards into all the affiliates and subsidiaries around the world. In addition, SHI runs a risk analysis regularly by identifying the possible compliance risks that the company faces and reviewing areas of improvement. Further more, SHI strives to raise employee awareness towards the Compliance Program through the Standard Compliance Agreement and continuous improvements.
Activities to prevent misconduct during the course of business operation and daily practice.
Monitoring and identifying non-compliance/risk of violations with laws and internal policy on an ongoing basis.
Correcting violations and complementing compliance programs
Samsung Heavy Industries runs a Compliance Committee that oversees the company's Compliance Program. The Compliance Committee consists of the CEO (Chair), CCO (Secretary) and other employees holding senior position within the company. A regular meeting is convened semi-annually to receive reports on performance, and the Committee sets the direction of the company's Compliance Program.
Samsung Heavy Industries incorporates its compliance program into functional areas through individual employees designated as "Compliance Performers," who take on compliance-related responsibilities on top of their other job duties. These Compliance Performers include CL (Compliance Leader), CM (Compliance Manager), and CA (Compliance Assistant). Compliance Leaders supervise the compliance activities of their respective teams and/or divisions, conduct monthly trainings, identify risks, and make recommendations to the Compliance Team.
Please find below a list of numbers connected to the whistleblowing hotline
The contents of the report and all informations related to whistleblower will be kept strictly confidential and will not incur any disadvantage to the whistleblower in accordance with our regulations.
Samsung Heavy Industries aims to be the global No.1 company through fair and transparent corporate management
under the philosophy of "We devote our human resources and technology
to create superior products and services, there by contributing to better global society".
We set this SHI Ethical Constitution as basis of our practices and value judgment under the belief that global
No.1 corporation with world wide respect and trust only when we pursue new technologies and higher quality in a
single mind and direction, based on sound corporate ethical standard and clean organizational culture.
Samsung Heavy Industries responds to financial and non-financial risks for stable and sustainable growth by managing various risks arising from the rapidly changing business environment.
Risks derived
Control design
Simulation test
Complementation and application
