Board of Directors - Governance

HOME Sustainability Board of Directors - Governance

Roles and Responsibilities

Develop Operation Strategy and Monitor Business Performance

· Discuss operation strategy and annual business plan

· Deliberate on critical investment and restructuring plan

· Monitor quarterly business performance

Management Appointment, Evaluation, Development and Compensation

· Nominate inside director candidates

· Appoint an ID as representative director and assign internal titles to remaining IDs

· Design executive performance and compensation plan; and define compensation and retirement package for inside and unregistered directors

Board Committees

Name (membership) Role & Responsibility

ESG Committee

(3 outside directors, 1 inside director)

· Monitor progress of ESG activities and publish reports

· Engage in the operation of the BoD and Board Committees

· In compliance with the Monopoly Regulation and Fair Trade Act, review and approve transactions with affiliated persons

· Receive material ESG updates from Group companies

Director Candidate Recommendation Committee

(3 outside directors)

· Evaluate outside director candidates and make recommendations to the general meeting of shareholders

· Serve on Outside Director Recommendation Advisory Panel

Compensation Committee

(4 outside directors)

· Design and track executive performance and compensation

· Deliberate on compensation and retirement package for directors

Finance Committee

(3 outside directors, 1 inside director)

· Deliberate and vote on investment proposals for both new and existing projects

· Deliberate and vote on corporate bond issuance and critical financing decisions

Audit Committee

(3 outside directors)

· Audit legality of business decisions and activities

· Assess the soundness and validity of financial activities and the integrity of financial reporting

· Evaluate the observance of the internal accounting management system

CEO Candidate Pool Management Committee

(all of outside directors)

· Evaluate CEO candidate

· Approve candidate pooling results and training plans

Operational Regulations of the Board of Directors
Operational Regulations of the Audit Committee

Board of Directors

Outside Directors

Yoo Youngsook

Chair of the BoD / Head of the CEO Candidate Pool Management Committee / Member of the ESG Committee and the Compensation Committee

  • Initial appointment date

    Mar 12, 2021

  • Term

    Mar. 2024-Mar. 2027

  • Experience

    Head of the Climate Change Center (non-executive)

    Former Minister of Environment

    Former senior researcher, Korea Advanced Institute of Science and Technology (KIST)

Kwon Tae-kyun

Head of the ESG Committee / Member of Compensation Committee, the Finance Committee and the CEO Candidate Pool Management Committee

  • Initial appointment date

    Mar 12, 2021

  • Term

    Mar. 2024-Mar. 2027

  • Experience

    Former ambassador to the UAE

    Former administrator of the Public Procurement Service

    Former head of Trade Investment Office, Ministry of Knowledge Economy

Yoo Jinnyoung

Head of the Director Candidate Recommendation Committee / Member of the ESG Committee, the Audit Committee and the CEO Candidate Pool Management Committee

  • Initial appointment date

    Mar 18, 2022

  • Term

    Mar. 2022-Mar. 2025

  • Experience

    CEO of ANGEL 6+

    Adjunct professor of Chemical and Biomolecular Engineering, Korea Advanced Institute of Science and Technology (KIST)

    Former CTO and president of LG Chem

Sohn Sungkyu

Head of the Audit Committee / Member of the Director Candidate Recommendation Committee, Compensation Committee, the Finance Committee and the CEO Candidate Pool Management Committee

  • Initial appointment date

    Mar 18, 2022

  • Term

    Mar. 2022-Mar. 2025

  • Experience

    Professor of Business Administration, Yonsei University

    Former president of the Korean Accounting Association

Kim Joongi

Head of the Compensation Committee and the Finance Committee / Member of the CEO Candidate Pool Management Committee

  • Initial appointment date

    Mar 17, 2023

  • Term

    Mar. 2023-Mar. 2026

  • Experience

    Professor of Law, Yonsei University, Law School

    Member of International Court of Arbitration, International Chamber of Commerce (ICC)

Park Sung Wook

Member of the Director Candidate Recommendation Committee, the Audit Committee and the CEO Candidate Pool Management Committee

  • Initial appointment date

    Mar 21, 2024

  • Term

    Mar. 2024-Mar. 2027

  • Experience

    Chairperson of the Board, National Academy of Engineering of Korea

    Former Management Advisor (Vice Chairperson), SK Hynix

    Former Committee Chair, SK Group Supex Council ICT Comittee

    Former CEO(President~Vice Chairperson), SK Hynix

Inside Directors

Chang In Hwa, Group CEO & Representative Director

 

  • Initial appointment date

    Mar 21, 2024

  • Term

    Mar. 2024-Mar. 2027

  • Experience

    Group CEO & Representative Director, POSCO Holdings

    Former Head of Steel Business Unit / Representative Director and President, POSCO

    Head of Steel Production Division / Inside Director and Vice President, POSCO

Jeong Kiseop, President & Representative Director

Member of the Finance Committee

  • Initial appointment date

    Mar 17, 2023

  • Term

    Mar. 2024-Mar. 2025

  • Experience

    CSO, President and Representative Director, POSCO Holdings

    Former CEO & Representative Director, POSCO Energy

    Former EVP & Head of Domestic Business Management Office, POSCO

Kim Jun-Hyung, SEVP

member of the ESG Committee

  • Initial appointment date

    Mar 21, 2024

  • Term

    Mar. 2024-Mar. 2025

  • Experience

    Head of Battery Materials Business Office, POSCO Holdings

    Former President of POSCO FUTURE M

    Former President of SNNC

Kim kisoo, SEVP

 

  • Initial appointment date

    Mar 21, 2024

  • Term

    Mar. 2024-Mar. 2025

  • Experience

    CTO and Head of New Experience of Technology Hub, POSCO Holdings

    Former head of Technical Research Laboratories

    Former head of Steel Manufacturing Process R&D Center

BoD Resolutions

Recommended Best Practices

Session Date Proposal Result of Voting Attendance
1-1 Jan 31, 2024 Approval of the 56th Financial Statements and Schedule for the General Meeting of Shareholders Approved 12/12
2-1 Feb 8, 2024 Recommendation of Inside Directors Candidate(Chief Executive Officer) Approved 11/12
3-1 Feb 21, 2024 Recommendation of Inside Directors Candidates and Non-Standing Director Candidate Modified Approved 12/12
3-2 Feb 21, 2024 Amendments to the Articles of Association and other related regulations Approved 12/12
3-3 Feb 21, 2024 Agendas for the 56th General Meeting of Shareholders Modified Approved 12/12
3-4 Feb 21, 2024 Appointment of Special Committee Members Approved 12/12
4-1 Mar 21, 2024 Appointment of Chairperson of the Board of Directors Approved 10/10
4-2 Mar 21, 2024 Appointment of the Chief Executive Officer Approved 10/10
4-3 Mar 21, 2024 Appointment of Special Committee Members Approved 10/10
4-4 Mar 21, 2024 Appointment of Representative Directors and Position Assignment of Inside Directors Approved 10/10
5-1 Apr 19, 2024 Appointment of a Compliance Officer Approved 10/10
6-1 May 14, 2024 Dividends in the 1st quarter of 2024 Approved 10/10
6-2 May 14, 2024 Revised 2024 Consolidated Management Plans Approved 10/10
6-3 May 14, 2024 Amendments to the Director Compensation Standards Approved 10/10
6-4 May 14, 2024 Amendments to the Compliance Control Standards Approved 10/10
7-1 Jul 12, 2024 Cancellation and Acquisition of Treasury Shares Approved 9/10
8-1 Aug 9, 2024 Dividends in the 2nd quarter of 2024 Approved 10/10
8-2 Aug 9, 2024 Appointment of Special Committee Members Approved 10/10
touch slide
Session / Date / Proposal / Result of Voting / Attendance
Session Date Proposal Result of Voting Attendance
1-1 Jan 28, 2023 Approval of the 55th Financial Statements and Schedule for the General Meeting of Shareholders Modified Approved 12/12
2-1 Feb 16, 2023 Recommendation of Inside Directors Candidates and Non-Standing Director Candidate Approved 12/12
2-2 Feb 16, 2023, Feb 20, 2023 Revisions to the Articles of Association Approved 12/12
2-3 Feb 20, 2023 Agendas for the 55th General Meeting of Shareholders Approved 12/12
3-1 Mar 17, 2023 Appointment of Chairperson of the Board of Directors Approved 12/12
3-2 Mar 17, 2023 Appointment of Special Committee Members Approved 12/12
3-3 Mar 17, 2023 Appointment of Representative Directors and Position Assignment of Inside Directors Approved 12/12
3-4 Mar 17, 2023 Treasury Stock Disposal in regards to Executive Stock Grant Approved 12/12
3-5 Mar 17, 2023 Relocation of Headquarter Approved 12/12
4-1 Apr 7, 2023 Investment in Indonesian Nickel Refinery Business for Battery Production Purposes Approved 12/12
5-1 May 12, 2023 Resolution on Dividend Payment for the 1st Quarter of 2023 Approved 12/12
5-2 May 12, 2023 Domestic Nickel Sulfate Refining Joint Venture Approved 12/12
6-1 Jun 16, 2023 Investment in Hydrometallurgy Processes for Nickel used for Battery in Indonesia Approved 12/12
7-1 Aug 8, 2023 Resolution on Dividend Payment for the 2nd Quarter of 2023 Approved 12/12
7-2 Aug 8, 2023 Transfer of Steel-Related Business Previously Owned by POSCO Holdings and Acquisition Plan of POSCO’s Asset Approved 12/12
8-1 Nov 3, 2023 Resolution on Dividend Payment for the 3rd Quarter of 2023 Approved 12/12
8-2 Nov 3, 2023 Amendments to the Model House Acquisition Plan Approved 12/12
8-3 Nov 3, 2023 2024 Safety and Health Plan Approved 12/12
9-1 Dec 19, 2023 Amendments to the Operating Regulations of Board of Directors to establish POSCO-style Governance Modified Approved 12/12
9-2 Dec 19, 2023 Medium to Long-term Management Strategies and 2024 Consolidated Management Plans Approved 12/12
9-3 Dec 19, 2023 Liquidation of Financial Investment stocks Approved 12/12
9-4 Dec 19, 2023 Aquisition of POSCO-Wide shares from POSCO-E&C Approved 12/12
9-5 Dec 19, 2023 FY 2024 Brand Licensing Contract for "POSCO" Approved 12/12
10-1 Dec 21, 2023 The Operation Plan of the CEO Candidate Recommendation Committee Approved 12/12
touch slide
Session / Date / Proposal / Result of Voting / Attendance
Session Date Proposal Result of Voting Attendance
1-1 Jan 4, 2022 Amendment of articles of incorporation of new steel subsidiary related to vertical spin-off Approved 12/12
2-1 Jan 28, 2022 Approval of the 54th financial statements and schedule for the general meeting of shareholders Approved 12/12
2-2 Jan 28, 2022 Disposal of treasury stocks in accordance with employee stock ownership program implementation Approved 12/12
3-1 Feb 17, 2022 Recommendation of Inside Directors candidates and Non-Standing Director candidate Approved 12/12
3-2 Feb 17, 2022 Agendas for the 54th general meeting of shareholders Approved 12/12
4-1 Mar 2, 2022 Approval of public notice replacing general shareholder’s meeting to report the completion of Spin-off and inaugural general meeting Approved 12/12
4-2 Mar 2, 2022 Approval of registration of relocation of Headquarters Approved 12/12
5-1 Mar 18, 2022 Appointment of Chairman of the Board of Directors Approved 12/12
5-2 Mar 18, 2022 Appointment of Special Committee Members Approved 12/12
5-3 Mar 18, 2022 Appointment of Representative Directors and Inside Directors Approved 12/12
5-4 Mar 18, 2022 Revision of the Board of Directors Operation Regulations in accordance with the transition to the holding company Modified Approved 12/12
6-1 Apr 8, 2022, May 13, 2022 Revision of Operation Regulations of Succession Council Approved 12/12
6-2 Apr 8, 2022 Second investment in POSCO lithium solution Approved 12/12
7-1 May 13, 2022 Appointment of a Compliance Officer Approved 12/12
7-2 May 13, 2022 Dividends in the 1st quarter of 2022 Approved 12/12
8-1 Aug 12, 2022 Merger plan of POSCO International and POSCO Energy Approved 12/12
8-2 Aug 12, 2022 Sale of Stake of CSP Approved 12/12
8-3 Aug 12, 2022 Cancellation of Treasury Shares Approved 12/12
8-4 Aug 12, 2022 Dividends in the 2nd quarter of 2022 Approved 12/12
9-1 Oct 7, 2022 Business Plan of 2nd stage of POSCO Argentina’s Lithium Brine project Approved 12/12
10-1 Sep 4, 2022 POSCO’s Decision on Acquisition of Steel Business related shares or investment certificates of POSCO HOLDINGS Approved 12/12
10-2 Sep 4, 2022 Dividends in the 3rd quarter of 2022 Approved 12/12
11-1 Dec 9, 2022 Medium-term Management Strategies and 2023 Consolidated Management Plans Approved 12/12
11-2 Dec 9, 2022 Participation in the Public Bidding for Metropolitan R&D Center Construction Site Approved 12/12
touch slide

External Auditor

Company / Date of appointment / Contract period / Recent auditor’s opinion
Name Date of appointment Contract period Recent opinion
KPMG Samjong Accounting Corp Dec 12, 2019 2020-2022 (3 years) Compliant (2020)
touch slide