Strengthening Shareholder Rights
Cumulative voting introduced to strengthen minority shareholder rights in the election of directors (Mar. 2004)
POSCO Holdings strives to promote sound governance by building an advanced system of checks and balances between the management and the Board of Directors.
Cumulative voting introduced to strengthen minority shareholder rights in the election of directors (Mar. 2004)
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)
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)
Two auditors appointed to the Audit Committee through separate elections to reinforce the Committee’s independent oversight (Mar. 2026)
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
Building an advanced governance framework, in which effective checks and balances are administered between the independent Board and the executive management
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.
Objective Independent Director Appointment Process
To the fullest possible extend, the appointment process complies with the Independence and Diversity Guidelines for Independent Directors.
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)
| 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 |
3 independent directors, 1 inside director
3 independent directors
4 independent directors
3 independent directors, 1 inside director
3 independent directors
exclusively composed of 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
Appointment Date
Term
Experience
YOO Young Sook
Chair, Evaluation and Compensation Committee
Member, ESG Committee and CEO Candidate Pool Management Committee
Appointment Date
Term
Experience
KWON Tae-Kyun
Chair, Finance Committee
Member, ESG Committee and CEO Candidate Pool Management Committee
Appointment Date
Term
Experience
SOHN Sung Kyu
Chair, Director Candidate Recommendation Committee
Member, Audit Committee and CEO Candidate Pool Management Committee
Appointment Date
Term
Experience
KIM Joongi
Chair, ESG Committee
Member, Director Candidate Recommendation Committee, Audit Committee, and CEO Candidate Pool Management Committee
Appointment Date
Term
Experience
PARK Sung Wook
Chair, Audit Committee
Member, Evaluation and Compensation Committee, Finance Committee, and CEO Candidate Pool Management Committee
Appointment Date
Term
Experience
KIM Jooyoun
Member, Evaluation and Compensation Committee, Finance Committee, and CEO Candidate Pool Management Committee
Appointment Date
Term
Experience
CHANG In Hwa / CEO & Representative Director
Appointment Date
Term
Experience
LEE Ju Tae / President & Representative Director
Member, Finance Committee
Appointment Date
Term
Experience
CHUNG Seok Mo / Senior Executive Vice President
Member, ESG Committee
Appointment Date
Term
Experience
KIM Ki Soo / Senior Executive Vice President
Appointment Date
Term
Experience
LEE, Hee Geun / President & Representative Director, POSCO
Appointment Date
Term
Experience
| 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 |
| 1-1 | Feb. 5, 2025 | Business group-wide mid- to long-term management strategy and 2025 consolidated business plan | Approved | 10/10 |
| 1-2 | Feb. 5, 2025 | Approval of the 57th Operations Report and Financial Statements and the Annual General Meeting of Shareholders (AGM) schedule | Approved | 10/10 |
| 1-3 | Feb. 5, 2025 | 2025 financing plan | Approved | 10/10 |
| 1-4 | Feb. 5, 2025 | Amendment to the ICFR rules | Approved as amended | 10/10 |
| 1-5 | Feb. 5, 2025 | Enhancing the Company's performance evaluation and the executive compensation scheme | Approved as amended | 10/10 |
| 2-1 | Feb. 19, 2025 | Recommendation of inside director candidates | Approved | 10/10 |
| 2-2 | Feb. 19, 2025 | Partial amendment to the Articles of Incorporation | Approved as amended | 10/10 |
| 2-3 | Feb. 19, 2025 | Agenda items proposed for the 57th AGM | Approved | 10/10 |
| 2-4 | Feb. 19, 2025 | Cancellation of treasury shares and the treasury shares report | Approved | 10/10 |
| 3-1 | Mar. 20, 2025 | Appointment of the Chair of the Board | Approved | 10/10 |
| 3-2 | Mar. 20, 2025 | Appointment of the Representative Director and assignment of inside director positions | Approved | 10/10 |
| 3-3 | Mar. 20, 2025 | Appointment of members to the Board committees | Approved | 10/10 |
| 4-1 | May 13, 2025 | Dividend Payment for Q1 of 2025 | Approved | 10/10 |
| 4-2 | May 13, 2025 | Charitable donations made to Yeongnam region wildfire restoration project (ratification) | Approved | 10/10 |
| 4-3 | May 13, 2025 | Plan to extend payment guarantee for NMC borrowings | 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 | Amendment to the Operating Rules for the Board of Directors | 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 for Q2 of 2025 | Approved | 10/10 |
| 7-2 | Aug. 12, 2025 | Charitable donations to nationwide inclement rainfall damage restoration project (ratification) | Approved | 10/10 |
| 8-1 | Nov. 11, 2025 | Dividend Payment for Q3 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 the Occupational Incident Family Care Foundation | Approved | 10/10 |
| 9-1 | Dec. 8, 2025 | Business group-wide mid- to long-term management strategy and 2026 consolidated business plan | Approved | 10/10 |
| 9-2 | Dec. 8, 2025 | Determine 2026 bond issuance limit | Approved | 10/10 |
| 9-3 | Dec. 8, 2025 | 2026 safety and health plan | Approved | 10/10 |
| 1-1 | Jan. 31, 2024 | Approval of the 56th Operations Report and Financial Statements and the Annual General Meeting of Shareholders (AGM) schedule | Approved | 12/12 |
| 2-1 | Feb. 8, 2024 | Recommendation of inside director candidate (as nominee for Chief Executive Officer) | Approved | 11/12 |
| 3-1 | Feb. 21, 2024 | Recommendation of inside directors and non-executive director candidates (not to be considered as CEO nominee) | Approved as amended | 12/12 |
| 3-2 | Feb. 21, 2024 | Partial amendment to the Articles of Incorporation and relevant rules governing the Board of Directors | Approved | 12/12 |
| 3-3 | Feb. 21, 2024 | Agenda items for the 56th AGM | Approved as amended | 12/12 |
| 3-4 | Feb. 21, 2024 | Company performance evaluation system improvement | Approved | 12/12 |
| 4-1 | Mar. 21, 2024 | Appointment of the Chair of the Board | Approved | 10/10 |
| 4-2 | Mar. 21, 2024 | Appointment of the Chief Executive Officer | Approved | 10/10 |
| 4-3 | Mar. 21, 2024 | Appointment of members to the Board committees | Approved | 10/10 |
| 4-4 | Mar. 21, 2024 | Appointment of the Representative Director and assignment of inside director titles | Approved | 10/10 |
| 5-1 | Apr. 19, 2024 | Appointment of the Compliance Officer | Approved | 10/10 |
| 6-1 | May 14, 2024 | Dividend Payment for Q1 of 2024 | Approved | 10/10 |
| 6-2 | May 14, 2024 | Revised 2024 consolidated management plan | Approved | 10/10 |
| 6-3 | May 14, 2024 | Amendment to the director compensation standards | Approved | 10/10 |
| 6-4 | May 14, 2024 | Amendment to the compliance controls standards | Approved | 10/10 |
| 7-1 | Jul. 12, 2024 | Treasury shares cancellation & buyback plans | Approved | 9/10 |
| 8-1 | Aug. 9, 2024 | Dividend Payment for Q2 of 2024 | Approved | 10/10 |
| 8-2 | Aug. 9, 2024 | Appointment of members to the Board committees | Approved | 10/10 |
| 9-1 | Nov. 1, 2024 | Dividend Payment for Q3 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 business shares previously owned by POSCO HOLDINGS | Approved | 10/10 |
| 10-1 | Dec. 13, 2024 | 2025 "POSCO" brand licensing agreement | Approved | 10/10 |
| 10-2 | Dec. 13, 2024 | 2025 POSCO Center lease agreement | 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 |
| 1-1 | Jan. 28, 2023 | Approval of the 55th Operations Report and Financial Statements and the Annual General Meeting of Shareholders (AGM) schedule | Approved as amended | 12/12 |
| 2-1 | Feb. 16, 2023 | Recommendation of inside directors and non-executive director candidates | Approved | 12/12 |
| 2-2 | Feb. 16, 2023, Feb. 20, 2023 | Partial amendment to the Articles of Incorporation | Approved | 12/12 |
| 2-3 | Feb. 20, 2023 | Agenda items proposed for the 55th AGM | Approved | 12/12 |
| 3-1 | Mar. 17, 2023 | Appointment of the Chair of the Board | Approved | 12/12 |
| 3-2 | Mar. 17, 2023 | Appointment of members to the Board committees | Approved | 12/12 |
| 3-3 | Mar. 17, 2023 | Appointment of the Representative Director and assignment of inside director titles | Approved | 12/12 |
| 3-4 | Mar. 17, 2023 | Disposal of treasury shares to fund the 2022 Executive Stock Grant | Approved | 12/12 |
| 3-5 | Mar. 17, 2023 | Change of Main Office address | Approved | 12/12 |
| 4-1 | Apr. 7, 2023 | Investment in battery-grade nickel smelting business in Indonesia | Approved | 12/12 |
| 5-1 | May 12, 2023 | Dividend Payment for Q1 of 2023 | Approved | 12/12 |
| 5-2 | May 12, 2023 | Domestic JV project to refine nickel sulfate | Approved | 12/12 |
| 6-1 | Jun. 16, 2023 | Investment in Indonesia’s battery-grade hydrometallurgical nickel smelting project | Approved | 12/12 |
| 7-1 | Aug. 8, 2023 | Dividend Payment for Q2 of 2023 | Approved | 12/12 |
| 7-2 | Aug. 8, 2023 | Transfer of steel business shares previously owned by POSCO HOLDINGS and POSCO’s asset acquisition plan | Approved | 12/12 |
| 8-1 | Nov. 3, 2023 | Dividend Payment for Q3 of 2023 | Approved | 12/12 |
| 8-2 | Nov. 3, 2023 | Change in purchase plan of sustainable modular homes | Approved | 12/12 |
| 8-3 | Nov. 3, 2023 | 2024 safety and health plan | Approved | 12/12 |
| 9-1 | Dec. 19, 2023 | Amendment to the Operating Rules for the Board of Directors aligned to POSCO’s proprietary governance scheme | Approved as amended | 12/12 |
| 9-2 | Dec. 19, 2023 | Mid- to long-term management strategy and 2024 consolidated business plan | Approved | 12/12 |
| 9-3 | Dec. 19, 2023 | Liquidation of financial investment stocks | Approved | 12/12 |
| 9-4 | Dec. 19, 2023 | Acquisition of POSCO Wide shares owned by POSCO E&C | Approved | 12/12 |
| 9-5 | Dec. 19, 2023 | 2024 "POSCO" brand licensing agreement | Approved | 12/12 |
| 10-1 | Dec. 21, 2023 | Establishment and operation of the CEO Candidate Recommendation Committee | Approved | 12/12 |
| Name | Date of Appointment | Contract Period | Auditor’s Comment |
|---|---|---|---|
| EY Hanyoung Accounting Corp. | Dec. 19, 2023 | 2024-2026 (3 years) | Compliant (2025) |
Aug. 7, 2026
POSCO Holdings Call for Nominations of Independent Director Candidates
Aug. 1, 2025
POSCO Holdings Request for Recommendations of Potential Outside Director Candidate
Oct. 21, 2024
POSCO Holdings Request for Recommendations of Potential Outside Director Candidate