Samsung C&T Corporate Governance Charter

Preamble

Through superior talent and technical know-how, Samsung C&T aims to provide top-notch
products and services and become a trusted and respected company in Korea and beyond
under the management philosophy of aiming to contribute to human society.
Samsung C&T is committed to protecting our shareholders' rights and fulfilling our
corporate social responsibility to all our stakeholders, including our customers, employees,
and partner firms. Through transparent governance led by an independent board of directors,
we will seek to drive sustainable growth.
With the belief that sound governance and organizational culture are the cornerstones of any
superlative corporation, we hereby establish the Samsung C&T Corporate Governance
Charter to serve as the general principles which will guide our behavior and judgment.

1. Shareholders

Shareholders' rights must be protected, and all shareholders must be treated equitably based
on the principle of shareholder equality.

1.1. Rights of shareholders

① As part-owners of the company, shareholders have the right to take part in profit sharing,
as guaranteed by applicable laws and regulations, and to participate in shareholders
meetings, to vote, and to receive information in a timely manner.
② Any issue that may impose ramifications on the company's survival or the rights of its
shareholders, such as changes to the articles of incorporation and a reduction of capital,
must be deliberated on at a shareholders meeting or another legitimate venue so as to
guarantee shareholders' rights.
③ Shareholders can receive a sufficient amount of information before the shareholders
meeting as required by applicable laws and regulations including the date and venue of
the shareholders meeting and may propose agendas in such meetings as stipulated in
commercial laws and other applicable laws and regulations.

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1.2. Equitable treatment of shareholders

① Each shareholder has one vote per common share. Restrictions on voting rights to
specific shareholders must be made in a limited way as set forth in applicable laws and
regulations.
② The Company must comply with applicable laws and regulations in providing necessary
information to shareholders in a fair and timely manner.
③ The Company must create a system of internal controls to protect shareholders from
illegal internal trading and self-dealing.

1.3. Responsibilities of shareholders

① Shareholders must do their best to exercise their voting rights in ways that make positive
contributions to the company's growth.
② Controlling shareholders must exercise their voting rights in a legitimate manner and
must not inflict losses to other shareholders by acting in ways that violate this principle.

2. Board of directors

The board of directors must perform its obligations in good faith and in accordance with
applicable laws, regulations and the articles of incorporation, and in doing so, make
important business decisions that benefit the profitability of the Company and its
shareholders and supervise management and its member directors in an effective manner.

2.1. Functions of the board of directors

① The board of directors has comprehensive power over the company's overall
management and provides decision-making and strategic guidance on matters such as
business strategy, approval of business plans, and matters to consider by the board of
directors under applicable laws and regulations, board of directors regulations, and the
articles of incorporation.
② The board of directors may delegate its powers, except those primary powers designated
in the articles of incorporation or board of directors regulations, to the CEO or
committees under the board of directors.

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2.2. Composition and operation of board of directors

① The board of directors must be structured to enable effective discussion, efficient

decision making, and an independent supervisory role.
② Directors must be appointed at the general meeting of shareholders and outside directors
must comprise a majority of the total number of directors.
③ Directors must be competent enough in their respective field of expertise so as to be able
to make meaningful contributions to the company's growth.
④ The board of directors shall appoint one of its members as the chairman of the board of
directors.
⑤ The board of directors must meet regularly. Special meetings may be held as needed.
Meetings will operate in compliance with detailed board of directors regulations
dictating the rights, responsibilities, and operating procedures of the board.

2.3. Outside directors

① An outside director must be someone who is capable of participating in a company's

important business decisions and making independent decisions in assisting and
supervising management.
② In order to recommend candidates for outside directors in a fair manner, the Company
must form an Outside Director Recommendation Committee, a majority of which
committiee members must be outside directors).
③ The Company must provide information on issues to be discussed at the meeting to
outside directors in advance of the meeting.
④ Outside directors may receive support from Company executives or external experts
whenever deemed necessary in accordance with prearranged procedures.

2.4. Obligations and responsibilities of directors

① A director must always perform his or her duties with a prudent manager’s due diligence
and in good faith and hold the profitability of the company as his or her chief priority.
② A director shall not disclose information about the company, obtained in the process of
performing his duties for his or her personal gain.
③ Should a director violate laws or the articles of incorporation or is negligent in his or her
obligations, he or she is liable for relevant damages to the company or to a third person
in accordance with applicable laws and regulations.
④ When a director has reached a decision after appropriate and reasonable consideration of

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 the best available information, his or her decision must be respected.
⑤ In order to enlist highly capable persons as directors, the Company may purchase a
liability insurance policy for directors at the Company's expense.

2.5. Committees under the Board of Directors

① To increase expertise and efficiency, the board of directors must establish the following
sub-committees: an Audit Committee, an Outside Director Recommendation Committee,
a Compensation Committee, etc.
② Decisions made by committees on issues delegated by the board of directors have the
same effect as those made by the board of directors itself. Matters related to each
committee's organization, operation, and power will be decided in accordance by the
regulations of the respective committee.

2.6. Other committees

The Company shall establish the Governance Committee, which aims to increase
shareholder value by improving the Company's governance structure, deliberates
independently on business issues that may have an important impact on management and
shareholder value and proposes its opinions directly to the board of directors. It also reviews
issues related to improving governance structure transparency and enhancing shareholder
value.

2.7. Evaluation and compensation

Business performance of the management team must be evaluated in fair manners and
evaluation results must be properly reflected in their compensation. The compensation of
board members must be determined by the compensation committee within the range
approved in the general shareholders meeting.

3. Audit organizations

Internal and external audits must be performed by capable auditors unaffiliated with
management and major shareholders.

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3.1. Audit committee

① The Audit Committee must perform its tasks in good faith and independently of
management and major shareholders. The Audit Committee must be composed of more
than three board members, but two thirds of its members, including the head of the
committee, must consist of outside directors. More than one committee member must
have professional auditing expertise.
② The Audit Committee performs audits on the legitimacy of affairs handled by directors
and management and the soundness and appropriateness of the company's financial
activity, reviews the appropriateness of financial reports and accounting standards, and
evaluates the auditing done by of external auditors.
③ The Audit Committee is capable of freely accessing information needed for audits and
can receive external consultation as needed.

3.2. External auditors

① External auditors must perform audits in a fair manner, independent of the Company and
its major shareholders.
② External auditors are appointed by the Audit Committee and must report important
findings to the Audit Committee.
③ External auditors are liable to pay damages to the Company and information users due
to negligence or mistakes.

4. Stakeholders

① The Company must strive to fulfill its social responsibility to all its stakeholders,
including its customers, employees, creditors, and the local communities to which it
belongs.
② The Company must protect the rights of stakeholders as obligated by applicable laws ,
regulations and contracts. It must comply with all labor laws, such as the Labor
Standards, so as to maintain and improve working conditions.
③ The Company must provide information necessary to protect the rights of stakeholders
within the range required by applicable laws and regulations.

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5. Disclosure

① The Company must fulfill its disclosure requirements by providing business reports and
regularly scheduled reports, including half-year and quarterly reports. In addition to
regular disclosures, the Company must reveal information quickly and in good faith
whenever there is something to disclose that may affect shareholders and stakeholders.
② In order to disclosure information fairly, the Company must disclose information in a
manner such that information users have access to the same information at the same
time.