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

Enhancing Shareholder Interests

Strengthening Shareholder Rights

Cumulative voting introduced to strengthen minority shareholder rights in the election of directors (Mar. 2004)

Expanding Shareholder Participation

Electronic voting introduced to assist shareholders to exercise their right to vote (Feb. 2019)

Virtual Annual General Meetings introduced to enhance shareholder engagement and ease of participation (Mar. 2026)

Reinforcing the Independence of the Board

Title of outside director changed to independent director (Mar. 2026); the Chair of the Board is elected from the pool of independent directors (since Mar. 2006)

Enhancing the Independence of the Audit Function

Two auditors appointed to the Audit Committee through separate elections to reinforce the Committee’s independent oversight (Mar. 2026)

Tally of Voting Rights Exercised at the Annual General Meeting

58th Annual General Meeting, Mar. 24, 2026

Shares represented at the 58th AGM: 31,615,686 shares (in attendance); 30.1% attendance rate (excluding the largest shareholder and related parties)

(Unit: shares)

Agenda Items Resolution Type Submitted Items Voting Result Total Voting Shares(①) Of ①, Voting Shares Cast (A)1) Votes in Favor (B)
(Percentage, %)2)
Votes Against &
Abstained (C)
(Percentage, %)3)
Item 1 Ordinary Approval of Financial Statements for the 58th Fiscal Year (From Jan. 1, 2025 to Dec. 31, 2025) Passed 73,206,732 29,201,639
28,519,107(97.7%) 682,532(2.3%)
Item 2 Item 2-1 Special Title change to Independent Director Passed 75,620,779 31,615,686
31,492,699(99.6%) 122,987(0.4%)
Item 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%)
Item 2-3 Special Expand voting restrictions per the appointment/dismissal of Audit Committee members Passed 75,620,779 31,615,686
31,497,767(99.6%) 117,919(0.4%)
Item 2-4 Special Introduce Electronic AGM Passed 75,620,779 31,615,686
31,548,124(99.8%) 67,562(0.2%)
Item 2-5 Special Removal of provision regarding Separate Cumulative Voting Passed 71,447,792 27,442,699
27,305,328(99.5%) 137,371(0.5%)
Item 3 Item 3-1 Ordinary Election of Inside Director (1 candidate) : Lee, Ju Tae Passed 75,620,779 31,615,686
30,604,820(96.8%) 1,010,866(3.2%)
Item 3-2 Ordinary Election of Inside Director (1 candidate) : Kim, Ki Soo Passed 75,620,779 31,615,686
30,707,917(97.1%) 907,769(2.9%)
Item 3-3 Ordinary Election of Inside Director (1 candidate) : Chung, Seok Mo Passed 75,620,779 31,615,686
31,171,303(98.6%) 444,383(1.4%)
Item 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%)
Item 5 Ordinary Election of Independent Director : Kim, Joo Youn Passed 75,620,779 31,615,686
31,312,686(99.0%) 303,000(1.0%)
Item 6 Ordinary Election of Independent 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%)
Item 7 Ordinary Approval of Director Remuneration Limit Passed 73,191,195 29,187,615
28,410,811(97.34%) 776,804(2.66%)

Shares represented and attendance rate: Total votes in attendance among the common shares entitled to vote at the 58th AGM (Agenda Item 2-1).
Ascribable to relevant laws and regulations, the number of shares entitled to vote varies by agenda item; accordingly, the tally of shares in attendance may vary.
1) Voting shares exercised (A) = Votes in favor (B) + Votes against & abstained (C);
2) Percentage of votes in favor (%) = (B/A) x 100;
3) Percentage of votes against & abstained (%) = (C/A) x 100

Segregation of Ownership and Management

Building an advanced governance framework, in which effective checks and balances are administered between the independent Board and the executive management

Independence of the Board of Directors (Board)

  1. Separation of Roles: CEO and the Board Chair

    The Representative Director & CEO is appointed by Board resolution from the pool of inside directors, while the Board Chair is appointed from among the independent directors.

  2. Objective Independent Director Appointment Process

    To the fullest possible extend, the appointment process complies with the Independence and Diversity Guidelines for Independent Directors.

  3. Independent Directors-Centered Board Composition

    Maximum number of independent directors is eight (8),
    and that of inside directors is five (5).

CEO Candidate Recommendation Committee

To ensure independence and transparency, the Committee is entirely composed of independent directors.

Efficient Decision-Making by Independent Director-Led Board Committees

All six (6) Board committees are chaired by independent directors.
(learn more)

Deviations from the Corporate Governance Code

Recommended Best Practices Adopted O/X Description
To introduce a corporate governance charter O Mar. 2004
To introduce an employee code of ethics O Jun. 2003
To adopt a cumulative voting system and to make public disclosures O -
Composition of the Board (independent directors form the majority) O 4 inside directors and 6 independent directors
To separate roles between the Representative Director & CEO and the Board Chair, or to appoint a lead independent director O Appointment of the Board Chair from the pool of independent directors
To disclose Board activities, attendance rate, and the voting results of key agenda items O -
To form a director candidate recommendation committee O 3 independent directors
To create a compensation committee O 4 independent directors
To form the Audit Committee (entirely composed of independent directors) O 3 independent directors
To define the roles of and procedures to be observed by the Board and its Committees O -
To offer liability insurance to indemnify directors O -
Board activities assessment O Dec. 2010
To sustain the independence of external auditors O -
To certify the accuracy and integrity of financial reports prepared by the Representative Director/CEO and the CFO O -
To compare company norms to industry best practices O -
To disclose in both Korean and English languages audit reports and other material disclosures O -
Establishment of the Code of Ethics for Independent Directors O Dec. 2010

Related Documents

Key Roles of the Board of Directors

To define key strategies and management goals; to monitor management performance

  • Approve management strategies and annual business plan
  • Review key investment and restructuring plans
  • Monitor quarterly business performance

To appoint, evaluate, develop and compensate the senior executive

  • Recommend inside director candidates
  • Appoint the Representative Director from among the inside directors and assign inside director positions
  • Finalize the senior executive evaluation and compensation plan

Board Committees

ESG Committee

3 independent directors, 1 inside director

  • Monitor ESG policy implementation and publish the sustainability report
  • Review matters related to the operation of the Board and its committees
  • Review and approve internal transactions governed by the Monopoly Regulation and Fair Trade Act

Director Candidate Recommendation Committee

3 independent directors

  • Qualify independent director candidates and recommend finalists to the AGM
  • Appoint members to the Independent Director Candidate Recommendation Advisory Panel
  • Perform preliminary review of and qualify inside director candidates

Evaluation and Compensation Committee

4 independent directors

  • Review senior executive evaluation and compensation plan and perform evaluations

Finance Committee

3 independent directors, 1 inside director

  • Review and approve investment plans for key projects
  • Review and approve key borrowings and bond issuance

Audit Committee

3 independent directors

  • Audit legal compliance of business actions taken by senior management
  • Review the soundness and legitimacy of corporate financial activities and the integrity of financial reporting
  • Assess the operational discipline of the Internal Control over Financial Reporting

CEO Candidate Pool Management Committee

exclusively composed of independent directors

  • Perform preliminary deliberation on basic qualifications of CEO candidates
  • Approve the finalized pool and coaching & development plan

Board of Directors

Independent Directors

YOO Jin Nyoung

Chair, Board of Directors

Chair, CEO Candidate Pool Management Committee

Member, Director Candidate Recommendation Committee and Evaluation and Compensation Committee

YOO Jin Nyoung Profile image of independent directors

Appointment Date

  • Mar. 18, 2022

Term

  • Mar. 2025~Mar. 2028

Experience

  • (current) CEO, ANGEL 6+
  • (former) Adjunct Professor, Chemical and Biomolecular Engineering, KAIST
  • (former) CTO & President, LG Chem
  • (former) Chief Director & President, LG Chem R&D Center
  • (former) 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

YOO Young Sook Profile image of independent directors

Appointment Date

  • Mar. 12, 2021

Term

  • Mar. 2024~Mar. 2027

Experience

  • (current) Honorary Chair, Climate Change Center (Non-Executive)
  • (current) Independent Director, Macrogen
  • (former) Co-CEO, Climate Change Center
  • (former) Minister of Environment, Republic of Korea
  • (former) Vice President, Korea Institute of Science and Technology (KIST)

KWON Tae-Kyun

Chair, Finance Committee

Member, ESG Committee and CEO Candidate Pool Management Committee

KWON Tae-Kyun Profile image of independent directors

Appointment Date

  • Mar. 12, 2021

Term

  • Mar. 2024~Mar. 2027

Experience

  • (current) Independent Director, Kumho Petrochemical
  • (former) Ambassador of the Republic of Korea to the UAE
  • (former) Administrator, Public Procurement Service
  • (former) Head, Free Economic Zone Planning Office, Ministry of Finance and Economy
  • (former) 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

SOHN Sung Kyu Profile image of independent directors

Appointment Date

  • Mar. 18, 2022

Term

  • Mar. 2025~Mar. 2028

Experience

  • (current) Professor Emeritus of Business Administration, Yonsei University
  • (former) President, Korean Accounting Association
  • (former) Distinguished Professor, Samil PwC-Korean Accounting Association
  • (former) 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

KIM Joongi Profile image of independent directors

Appointment Date

  • Mar. 17, 2023

Term

  • Mar. 2026~Mar. 2029

Experience

  • (current) Professor of Law, Yonsei University Law School
  • (current) Arbitrator, Court of Arbitration for Sport (CAS)
  • (current) Member, International Court of Arbitration, ICC
  • (former) President, Korean Council for International Arbitration (KOCIA)
  • (former) Founding Executive Director, Hills Governance Center, Yonsei University/World Bank/CSIS
  • (former) Lawyer, Foley & Lardner

PARK Sung Wook

Chair, Audit Committee

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

PARK Sung Wook Profile image of independent directors

Appointment Date

  • Mar. 21, 2024

Term

  • Mar. 2024~Mar. 2027

Experience

  • (current) Independent Director, SK hynix NAND Product Solutions Corp. (Unlisted)
  • (former) Chairperson of the Board, National Academy of Engineering of Korea
  • (former) Management Advisor and Vice Chairperson, SK hynix
  • (former) Committee Chair, SK Group Supex Council ICT Committee
  • (former) Vice Chair and CEO, SK hynix
  • (former) Chair, Korea Semiconductor Industry Association

KIM Jooyoun

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

KIM Jooyoun Profile image of independent directors

Appointment Date

  • Mar. 24, 2026

Term

  • Mar. 2026~Mar. 2029

Experience

  • (current) Independent Director, SK Innovation Co., Ltd.
  • (former) Vice Chair, P&G Korea/Japan & Global Chief Marketing Officer, P&G Grooming
  • (former) Vice Chair, P&G Gillette Asia
  • (former) Representative Director & President, P&G Korea

Inside Directors

CHANG In Hwa / CEO & Representative Director

CHANG In Hwa / CEO & Representative Director Profile image of inside directors

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

LEE Ju Tae / President & Representative Director

Member, Finance Committee

LEE Ju Tae / President & Representative Director Profile image of inside directors

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

CHUNG Seok Mo / Senior Executive Vice President

Member, ESG Committee

CHUNG Seok Mo / Senior Executive Vice President Profile image of inside directors

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

KIM Ki Soo / Senior Executive Vice President

KIM Ki Soo / Senior Executive Vice President Profile image of inside directors

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
  • (former) Head, Steel Manufacturing Process R&D Center, POSCO

Non-Standing Director

LEE, Hee Geun / President & Representative Director, POSCO

LEE, Hee Geun / President & Representative Director, POSCO Profile image of non-standing director

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

Board Resolutions

  • 2026
  • 2025
  • 2024
  • 2023
Session Date Proposal Voting Result Attendance
1-1 Feb. 3, 2026 Approval of the 58th Operations Report and Financial Statements and the Annual General Meeting of Shareholders (AGM) schedule Approved 10/10
2-1 Feb. 19, 2026 Recommendation of inside directors and non-executive director candidates Approved 10/10
2-2 Feb. 19, 2026 Partial amendment to the Articles of Incorporation Approved 10/10
2-3 Feb. 19, 2026 Agenda items for the 58th AGM Approved 10/10
2-4 Feb. 19, 2026 Cancellation of Treasury Shares and Treasury Shares Report Approved as amended 10/10
2-5 Feb. 19, 2026 Proposal to enhance Board operations and to amend relevant rules Approved 10/10
3-1 Mar. 24, 2026 Appointment of the Chair of the Board Approved 12/12
3-2 Mar. 24, 2026 Appointment of the Representative Director Approved 12/12
3-3 Mar. 24, 2026 Appointment of members to Board Committees Approved as amended 12/12
4-1 Apr. 3, 2026 Borrowing from Government Policy Funds Approved 12/12
5-1 May 12, 2026 Dividend Payment for Q1 of 2026 Approved 12/12
5-2 May 12, 2026 Investment in DLE demo plant Approved 12/12
5-3 May 12, 2026 Payment guarantee for POSCO-Argentina Approved 12/12
5-4 May 12, 2026 Construction supply agreement for the POSCO Global Center building Approved 12/12
5-5 May 12, 2026 Determine aggregate transaction limit with POSCO Approved 12/12
6-1 Aug. 7, 2026 Dividend Payment for Q2 of 2026 Approved 12/12
6-2 Aug. 7, 2026 Disposal of equity stakes in listed affiliates Approved 12/12
6-3 Aug. 7, 2026 Treasury Shares Report Approved 12/12

External Auditor

Name Date of Appointment Contract Period Auditor’s Comment
EY Hanyoung Accounting Corp. Dec. 19, 2023 2024-2026 (3 years) Compliant (2025)

Notices