Independence & good governance for Sustainable Excellence

At ST, we are keenly aware that the quality of our corporate governance is critically important to the value of our company and the fulfillment of our missions, including our commitment to Sustainable Excellence.

We are organized in the Netherlands and our executive management is led by a Managing Board, consisting of our CEO, who performs his duties, with the support and oversight of a Supervisory Board (“Board”), acting in accordance with Dutch law.

We derive real benefits from our compliance with the various corporate governance rules that apply to us in The Netherlands, and elsewhere as a result of our listings of shares on the NYSE, Eurolist, and Borsa Italiana.

Good corporate governance generates efficiency and helps secure the financial rewards that come from investors having confidence in our disclosures, management oversight, and strategies. That efficiency and financial success also helps us maintain a culture of Sustainable Excellence, and create diverse forms of value for all our stakeholders, including employee well-being, environmental management, and promotion of Human Rights.

We have carefully tailored our model of corporate governance to result in competent, objective, and independent judgments, and to address our high expectations in a wide range of activities. These include strong management accountability, overseeing of disclosure practices, representation of shareholder interests, and responsible decision-making.

The independence of ST’s Supervisory Board is promoted by its diverse membership. The Board includes members with an immediate understanding of the concerns of long term investors, as well as professionals without shareholder affiliations. There are also an equal number of French and Italian representatives, which strikes a balance between the interests of our historical French and Italian shareholders.

Our Supervisory Board has the confidence, support, resources, access, and knowledge to discharge its duties entirely independently from our management. Our CEO has never been a member of our Supervisory Board, and there are, in fact, no current or former members of the management of our company on our Supervisory Board.

Thus, with its high level of functional independence, our Board is well positioned to be detached from management to best design, implement and monitor the achievement of management objectives, and candidly support and critique management performance.

At the shareholder level, over 70% of our shares are currently floating and are owned publicly. The balance of the shares are held among a number of French and Italian public and privately- owned companies. Our shareholders, as a whole, include a broad and diverse base of investors, combined with larger, long-term shareholders that know our business well.