Advanced Corporate Governance - Governance

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POSCO Holdings strives to promote good governance by building an advanced system of checks and balances between the management and the Board of Directors.

Emphasis on Shareholder Rights

Emphasis on Shareholder Rights

Cumulative voting system was introduced to protect minority shareholder rights (March, 2004).
Electronic voting system was adopted to facilitate shareholder decision-making (February, 2019).

Details on voting rights exercised at general shareholders’ meeting (56th session held on March 21, 2024)

(Unit: shares)

Agenda Resolution
type		 Proposal Result of
voting 		Total voting shares(①) Of ①, voting shares exercised (A) 1) Votes for (B)
(Percentage, %)2)
Votes against &
abstained (C)
(Percentage, %)3)
Agenda 1 Ordinary Approval of Financial Statements for the 56th Fiscal Year
(From January 1, 2023 to December 31, 2023)		 Passed 75,876,207 30,420,066 27,945,653
(91.9%)
2,474,413
(8.1%)
Agenda 2 Special Partial Amendments of the Articles of Incorporation Passed 75,876,207 32,834,116 32,175,277
(98.0%)
658,839
(2.0%)
Agenda 3 3-1 Ordinary Election of Inside Directors (1 CEO candidate) :
Chang, In-Hwa		 Passed 75,876,207 32,834,115 30,570,559
(93.1%)
2,263,556
(6.9%)
3-2 Ordinary Election of Inside Directors (1 candidate) :
Jeong, Ki-Seop		 Passed 75,876,207 32,834,115 30,772,048
(93.7%)
2,062,067
(6.3%)
3-3 Ordinary Election of Inside Directors (1 candidate) :
Kim, Jun-Hyung		 Passed 75,876,207 32,834,116 31,790,002
(96.8%)
1,044,114
(3.2%)
3-4 Ordinary Election of Inside Directors (1 candidate) :
Kim, Ki-Soo		 Passed 75,876,207 32,834,116 31,703,845
(96.6%)
1,130,271
(3.4%)
Agenda 4 4-1 Ordinary Election of Outside Directors (1 candidate) :
Yoo, Young-Sook		 Passed 75,876,207 32,834,115 29,341,036
(89.4%)
3,493,079
(10.6%)
4-2 Ordinary Election of Outside Directors (1 candidate) :
Kwon, Tae-Kyun		 Passed 75,876,207 32,834,114 28,795,256
(87.7%)
4,038,858
(12.3%)
Agenda 5 Ordinary Election of Outside Director to Serve on the Audit Committee (1 candidate) :
Park, Sung-Wook		 Passed 75,876,207 29,097,977 26,919,186
(92.5%)
2,178,791
(7.5%)
Agenda 6 Ordinary Approval of Director Remuneration Limit (FY2024) Passed 75,876,207 30,420,069 23,855,505
(78.4%)
6,564,564
(21.6%)
touch slide

1) Voting shares exercised (A) = Votes for (B) + Votes against & abstained (C)
2) Percentage of votes for (%) = (B/A) x 100
3) Percentage of votes against & abstained (%) = (C/A) x 100

Segregation of Ownership and Management

Independence of the Board of Directors (BoD)

Composition

- Maximum 8 outside directors and up to 5 inside directors

Separation of roles: CEO and Chair

- An inside director is appointed to serve as CEO & representative director by a resolution of the BoD.

- An outside director is appointed as the Chair of the Board by a resolution of the BoD.

Objective and transparent appointment of outside director

- In accordance with the Guidelines on Outside Director's Independence and Diversity

CEO Candidate Pool Management Committee

To ensure independent and transparent CEO appointment, new provisions have been added to the Articles of Association (AoA rev., Feb., 2006).

Board Committees: outside directors facilitate effective decision-making

six Board Committees are chaired by outside directors.

Best Practices Adopted by POSCO Holdings

Recommended Best Practices

Recommended Best Practice Adoption by POSCO Holdings Year Proposed at Shareholders Meeting
To introduce a corporate governance charter
 O 2004.3
To introduce a code of ethics for employees
 O 2003.6
To adopt a cumulative voting system and to make public disclosure
 O -
To ensure more outside directors (OD) than inside directors (ID) on the BoD
O Currently 4 IDs and 6 ODs
To ensure CEO and Chair of the Board are not served by the same person or to appoint a principal OD
O An OD is appointed as the Chair of the Board
To disclose BoD activities, attendance rate and the voting results of major agenda items
 O -
To form a director candidate recommendation committee
O 3 ODs
To create a compensation committee
 O 4 ODs
To create an audit committee (all ODs)
O 3 ODs
To define roles and procedures to be observed by the BoD and the committees
 O -
To offer insurance to indemnify directors
 O -
To evaluate BoD activities
 O 2010.12
To maintain the independence of external auditors
O -
To verify the accuracy and integrity of financial reports delivered by the CEO and the CFO
 O -
To compare company norms to best practices
 O -
To disclose audit reports and to make material disclosures in both Korean and English in timely manner
 O -
To establish a code of ethics for ODs
 O 2010.12
Corporate Governance Charter
Articles of Association
Guidelines on Outside Director's Independence and Diversity
Code of Ethics for Outside Directors