Roles and Responsibilities

Define Key Business Strategies and Goals; Monitor Business Performance

· Discuss core business strategies and annual business plan

· Deliberate on major investment and restructuring projects

· Monitor quarterly business performance

Management Appointment, Evaluation, Development, and Compensation

· Nominate inside director candidates

· Appoint representative directors from among inside directors; assign titles to inside directors

· Finalize management evaluation and determine compensation plan

Board Committees

Name (membership) Role & Responsibility

ESG Committee

(3 outside directors, 1 inside director)

· Monitor ESG policy implementation and publish sustainability report

· Review matters related to the operation of the Board of Directors and Board committees

· Review and approve internal transactions governed by the Monopoly Regulation and Fair Trade Act

Director Candidate Recommendation Committee

(3 outside directors)

· Qualify and recommend outside director candidates to the General Meeting of Shareholders

· Appoint members of the Outside Director Recommendation Advisory Panel

Evaluation and Compensation Committee

(4 outside directors)

· Review management evaluation & compensation plan and evaluate their performance

Finance Committee

(3 outside directors, 1 inside director)

· Review and approve key investment projects

· Review and approve material bond issuance and borrowings

Audit Committee

(3 outside directors)

· Audit legal compliance of management’s business decisions and activities

· Review the soundness and legitimacy of corporate financial activities and the integrity of financial reporting

· Evaluate the operational discipline of the Internal Control over Financial Reporting

CEO Candidate Pool Management Committee

(all of outside directors)

· Perform deliberation on basic qualifications of CEO candidates

· Approve the candidate pool and coaching & development plans

Operating Rules for the Board of Directors
Operating Rules for the Audit Committee

Board of Directors

Outside Directors

YOO, Jin Nyoung

Chair, Board of Directors
Chair, CEO Candidate Pool Management Committee
Member, Director Candidate Recommendation Committee and Evaluation and Compensation Committee

  • Appointment Date

    Mar. 18, 2022

  • Term

    Mar. 2025~Mar. 2028

  • Experience

  • (current)

    CEO, ANGEL 6+

    Adjunct Professor, Chemical and Biomolecular Engineering, KAIST

  • (former)

    CTO & President, LG Chem

    Chief Director & President, LG Chem R&D Center

    Member, Presidential Advisory Council on Science and Technology

YOO, Young Sook

Chair, Evaluation and Compensation Committee
Member, ESG Committee and CEO Candidate Pool Management Committee

  • Appointment Date

    Mar. 12, 2021

  • Term

    Mar. 2024~Mar. 2027

  • Experience

  • (current)

    Honorary Chair, Climate Change Center (Non-Executive)

    Outside Director, Macrogen

  • (former)

    Co-CEO, Climate Change Center

    Minister of Environment, Republic of Korea

    Vice President, Korea Institute of Science and Technology (KIST)

KWON, Tae-Kyun

Chair, Finance Committee
Member, ESG Committee and CEO Candidate Pool Management Committee

  • Appointment Date

    Mar. 12, 2021

  • Term

    Mar. 2024-Mar. 2027

  • Experience

  • (current)

    Outside Director, Kumho Petrochemical

  • (former)

    Ambassador of the Republic of Korea to the UAE

    Administrator, Public Procurement Service

    Head, Free Economic Zone Planning Office, Ministry of Finance and Economy

    Head, Trade and Investment Office, Ministry of Knowledge Economy

SOHN, Sung Kyu

Chair, Director Candidate Recommendation Committee
Member, Audit Committee and CEO Candidate Pool Management Committee

  • Appointment Date

    Mar. 18, 2022

  • Term

    Mar. 2025~Mar. 2028

  • Experience

  • (current)

    Professor Emeritus of Business Administration, Yonsei University

  • (former)

    President, Korean Accounting Association

    Distinguished Professor, Samil PwC-Korean Accounting Association

    Non-standing Commissioner, Securities and Futures Commission, Financial Services Commission

KIM, Joongi

Chair, ESG Committee
Member, Director Candidate Recommendation Committee, Audit Committee, and CEO Candidate Pool Management Committee

  • Appointment Date

    Mar. 17, 2023

  • Term

    Mar. 2026~Mar. 2029

  • Experience

  • (current)

    Professor of Law, Yonsei University Law School

    Arbitrator, Court of Arbitration for Sport (CAS)

    Member, International Court of Arbitration, ICC

  • (former)

    President, Korean Council for International Arbitration (KOCIA)

    Founding Executive Director, Hills Governance Center, Yonsei University/World Bank/CSIS

    Lawyer, Foley & Lardner

PARK, Sung Wook

Chair, Audit Committee
Member, Evaluation and Compensation Committee, Finance Committee, and CEO Candidate Pool Management Committee

  • Appointment Date

    Mar. 21, 2024

  • Term

    Mar. 2024~Mar. 2027

  • Experience

  • (current)

    Outside Director, SK hynix NAND Product Solutions Corp. (Unlisted)

  • (former)

    Chairperson of the Board, National Academy of Engineering of Korea

    Management Advisor and Vice Chairperson, SK hynix

    Committee Chair, SK Group Supex Council ICT Committee

    Vice Chair and CEO, SK hynix

    Chair, Korea Semiconductor Industry Association

KIM, Jooyoun

Member, Evaluation and Compensation Committee, Finance Committee, and CEO Candidate Pool Management Committee

  • Appointment Date

    Mar. 24, 2026

  • Term

    Mar. 2026~Mar. 2029

  • Experience

  • (current)

    Outside Director, SK Innovation Co., Ltd.

  • (former)

    Vice Chair, P&G Korea/Japan & Global Chief Marketing Officer, P&G Grooming

    Vice Chair, P&G Gillette Asia

    Representative Director & President, P&G Korea

Inside Directors

CHANG, In Hwa / CEO & Representative Director

 

  • Appointment Date

    Mar. 21, 2024

  • Term

    Mar. 2024~Mar. 2027

  • Experience

  • (current)

    CEO & Representative Director, POSCO HOLDINGS

  • (former)

    Head of Steel Business Unit (President and Representative Director), POSCO

    Head of Steel Production Division (Sr.EVP and Inside Director), POSCO

LEE, Ju Tae / President & Representative Director

Member, Finance Committee

  • Appointment Date

    Mar. 20, 2025

  • Term

    Mar. 2026~Mar. 2027

  • Experience

  • (current)

    Head, Corporate Strategy Division (President & Representative Director), POSCO HOLDINGS

  • (former)

    Head, Corporate Strategy Team (Sr.EVP), POSCO HOLDINGS

    Head, Corporate Planning & Finance Division (Sr.EVP & Inside Director), POSCO

CHUNG, Seok Mo / Senior Executive Vice President

 

  • Appointment Date

    Mar. 24, 2026

  • Term

    Mar. 2026~Mar. 2027

  • Experience

  • (current)

    Head, Business Synergy Division (Sr.EVP & Inside Director), POSCO HOLDINGS

  • (former)

    Head, Industrial Gas Business Unit (EVP), POSCO

    (concurrently) President, POSCO ZHONGTAI AIR SOLUTION

    Head, Industrial Gases Business Project Team (EVP), POSCO

KIM, Ki Soo / Senior Executive Vice President

  • Appointment Date

    Mar. 21, 2024

  • Term

    Mar. 2026~Mar. 2027

  • Experience

  • (current)

    CTO and Head of N.E.X.T. Hub (Sr.EVP & Inside Director), POSCO HOLDINGS

  • (former)

    Head, Technical Research Laboratories, POSCO

    Head, Steel Manufacturing Process R&D Center, POSCO

Non-Standing Director

LEE, Hee Geun / President & Representative Director, POSCO

 

  • Appointment Date

    Mar. 24, 2026

  • Term

    Mar. 2026~Mar. 2027

  • Experience

  • (current)

    President & Representative Director, POSCO

  • (former)

    Head, Facilities Competitiveness Enhancement TF Team (Sr.EVP), POSCO

    Head, Safety & Environment Division (Sr.EVP & Inside Director), POSCO

BoD Resolutions

Recommended Best Practices

Session / Date / Proposal / Result of Voting / Attendance
Session Date Proposal Result of Voting Attendance
1-1 Feb 3, 2026 Approval of the 58th Financial Statements and schedule for the General Meeting of Shareholders Approved 10/10
2-2 Feb 19, 2026 Recommendation of Inside Directors and Non-Standing Director candidates Approved 10/10
2-3 Feb 19, 2026 Partial amendments to the Articles of Incorporation Approved 10/10
2-4 Feb 19, 2026 Agenda items for the 58th General Meeting of Shareholders Approved 10/10
2-5 Feb 19, 2026 Cancellation of treasury shares, and treasury shares report Approved 10/10
2-6 Feb 19, 2026 Improvements to BOD operations and amendments of relevant rules Modified Approved 10/10
3-1 Mar 24, 2026 Appointment of the Board of Directors Chair Approved 12/12
3-2 Mar 24, 2026 Appointment of Representative Directors and Inside Directors Approved 12/12
3-3 Mar 24, 2026 Appointment of Board Committee Members Modified Approved 12/12
4-1 Apr 3, 2026 Borrowing of Government Policy Funds Approved 12/12
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Session / Date / Proposal / Result of Voting / Attendance
Session Date Proposal Result of Voting Attendance
1-1 Feb 5, 2025 Medium to Long-term Management Strategies and 2024 Consolidated Management Plans Approved 10/10
1-2 Feb 5, 2025 Approval of the 57th Financial Statements and Schedule for the General Meeting of Shareholders Approved 10/10
1-3 Feb 5, 2025 Financing plan for BY2025 Approved 10/10
1-4 Feb 5, 2025 Amendments to the Internal Accounting Management Regulations Modified Approved 10/10
1-5 Feb 5, 2025 Amendments to the Performance Evaluation and Executive Compensation System Modified Approved 10/10
2-1 Feb 19, 2025 Recommendation of Inside Directors Candidates Approved 10/10
2-2 Feb 19, 2025 Revisions to the Articles of Association Modified Approved 10/10
2-3 Feb 19, 2025 Agendas for the 57th General Meeting of Shareholders Approved 10/10
2-4 Feb 19, 2025 Cancellation of Treasury Shares and Treasury Report Approved 10/10
3-1 Mar 20, 2025 Appointment of Chairperson of the Board of Directors Approved 10/10
3-2 Mar 20, 2025 Appointment of Representative Directors and Position Assignment of Inside Directors Approved 10/10
3-3 Mar 20, 2025 Appointment of Special Committee Members Approved 10/10
4-1 May 13, 2025 Dividends in the 1st quarter of 2025 Approved 10/10
4-2 May 13, 2025 Donation for Yeungnam Area Wildfire Recovery Approved 10/10
4-3 May 13, 2025 Extension of the Payment Guarantee for NMC's Loan Approved 10/10
4-4 May 13, 2025 Participation in the Paid-in Capital Increase of POSCO Future-M Approved 10/10
4-5 May 13, 2025 Participation in the Paid-in Capital Increase of POSCO Pilbara Lithium Solution Approved 10/10
4-6 May 13, 2025 Participation in the Paid-in Capital Increase of POSCO GS Eco-Materials Approved 10/10
4-7 May 13, 2025 Amendments to the Operational Rules of the BOD Approved 10/10
5-1 Jul 3, 2025 Disposal of equity stakes in ZPSS and QPSS Approved 10/10
7-1 Aug 12, 2025 Dividend payment in the 2nd quarter of 2025 Approved 10/10
7-2 Aug 12, 2025 Donation to restoration fund for damages caused by heavy rainfall nationwide (Ratification) Approved 10/10
8-1 Nov 11, 2025 Dividend payment in the 3rd quarter of 2025 Approved 10/10
8-2 Nov 11, 2025 Investment in Australian lithium mines Approved 10/10
8-3 Nov 11, 2025 Endowment to establish Occupational Incident Family Care Foundation Approved 10/10
9-1 Dec 8, 2025 Medium to Long-term Management Strategies and 2026 Consolidated Management Plans Approved 10/10
9-2 Dec 8, 2025 Corporate Bond Issuance limit for 2026 Approved 10/10
9-3 Dec 8, 2025 2026 Safety and Health Plan Approved 10/10
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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
9-1 Nov 1, 2024 Dividends in the 3rd quarter of 2024 Approved 10/10
9-2 Nov 1, 2024 Participation in the acquisition of hybrid securities issued by POSCO Future M Approved 10/10
9-3 Nov 1, 2024 Transfer of Steel-Related Business Previously Owned by POSCO Holdings Approved 10/10
10-1 Dec 13, 2024 2025 Brand Licensing Contract for "POSCO" Approved 10/10
10-2 Dec 13, 2024 2025 Lease Agreement of POSCO Center Approved 10/10
10-3 Dec 13, 2024 2025 Safety and Health Plan Approved 10/10
10-4 Dec 13, 2024 Construction of the POSCO Global Center Approved 10/10
10-5 Dec 13, 2024 Liquidation of Investment stocks Approved 10/10
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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
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External Auditor

Company / Date of appointment / Contract period / Recent auditor’s opinion
Name Date of appointment Contract period Recent opinion
EY Hanyoung Accounting Corp. Dec. 19th, 2023 2024-2026 (3 years) Compliant (2025)
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