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 (58th session held on March 24, 2026)

(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 58th Fiscal Year
(From January 1, 2025 to December 31, 2025)		 Passed 73,206,732 29,201,639 28,519,107
(97.7%)
682,532
(2.3%)
Agenda 2 2-1 Special Title Change to Independent Director Passed 75,620,779 31,615,686 31,492,699
(99.6%)
122,987
(0.4%)
2-2 Special Increase Audit Committee Members to be Separately Appointed Passed 75,620,779 31,615,686 31,479,521
(99.6%)
136,165
(0.4%)
2-3 Special Expand VotingRestrictions per the Appointment/Dismissal of Audit Committee Members Passed 75,620,779 31,615,686 31,497,767
(99.6%)
117,919
(0.4%)
2-4 Special Introduce Electronic GSM Passed 75,620,779 31,615,686 31,548,124
(99.8%)
67,562
(0.2%)
2-5 Special Delete Provision Regarding Separate Cumulative Voting Passed 71,447,792 27,442,699 27,305,328
(99.5%)
137,371
(0.5%)
Agenda 3 3-1 Ordinary Election of Inside Directors (1 candidate) :
Lee, Ju Tae		 Passed 75,620,779 31,615,686 30,604,820
(96.8%)
1,010,866
(3.2%)
3-2 Ordinary Election of Inside Directors (1 candidate) :
Kim, Ki Soo		 Passed 75,620,779 31,615,686 30,707,917
(97.1%)
907,769
(2.9%)
3-3 Ordinary Election of Inside Directors (1 candidate) :
Chung, Seok Mo		 Passed 75,620,779 31,615,686 31,171,303
(98.6%)
444,383
(1.4%)
Agenda 4 Ordinary Election of Non-Standing Director :
Lee, Hee Geun		 Passed 75,620,779 31,615,686 30,982,866
(98.0%)
632,820
(2.0%)
Agenda 5 Ordinary Election of Outside Directors :
Kim, Joo Youn		 Passed 75,620,779 31,615,686 31,312,686
(99.0%)
303,000
(1.0%)
Agenda 6 Ordinary Election of Outside Director to Serve on the Audit Committee :
Kim, Joon Gi		 Passed 71,447,792 27,442,699 25,831,949
(94.1%)
1,610,750
(5.9%)
Agenda 7 Ordinary Approval of Director Remuneration Limit Passed 73,191,195 31,581,303 29,200,692
(92.5%)
2,380,611
(7.5%)
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 Incorporation (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 Incorporation
Guidelines on Outside Director's Independence and Diversity
Code of Ethics for Outside Directors