Advanced Corporate Governance - Governance

HOME Corporate Citizenship/ESG Advanced Corporate Governance - Governance

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

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 (55th session held on March 17, 2023)

(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₎
Agenda		Resolution type	Proposal	Result of voting	Total voting shares(①)	Of ①, voting shares exercised (A) ₁₎	Votes against & abstained (C) (Percentage, %)₃₎
Agenda 1		Ordinary	Approval of Financial Statements for the 55th Fiscal Year (From January 1, 2022 to December 31, 2022)	Passed	75,849,177	54,021,693	46,974,931 (87.0%)
Agenda 1		Ordinary		Passed	75,849,177	54,021,693	7,046,762 (13.0%)
Agenda 2	2-1	Special	Partial Amendments of the Article of Incorporation : Change of the Location of the Head Office	Passed	75,849,177	54,021,693	51,508,281 (95.3%)
	2-1	Special		Passed	75,849,177	54,021,693	2,513,412 (4.7%)
	2-2	Special	Partial Amendments of the Article of Incorporation : Removal of Exercise of Voting Rights in Writing	Passed	75,849,177	54,021,693	39,204,818 (72.6%)
	2-2	Special		Passed	75,849,177	54,021,693	14,816,875 (27.4%)
	2-3	Special	Partial Amendments of the Article of Incorporation : Change of the Record Date for Year-End Dividends	Passed	75,849,177	54,021,693	52,625,369 (97.4%)
	2-3	Special		Passed	75,849,177	54,021,693	1,396,324 (2.6%)
Agenda 3	3-1	Ordinary	Election of Inside Directors (1 candidate) : Jeong, Ki-Seop	Passed	75,849,177	54,021,693	43,618,751 (80.7%)
	3-1	Ordinary	Election of Inside Directors (1 candidate) : Jeong, Ki-Seop	Passed	75,849,177	54,021,693	10,402,942 (19.3%)
	3-2	Ordinary	Election of Inside Directors (1 candidate) : Yoo, Byeong-Og	Passed	75,849,177	54,021,693	42,906,536 (79.4%)
	3-2	Ordinary	Election of Inside Directors (1 candidate) : Yoo, Byeong-Og	Passed	75,849,177	54,021,693	11,115,157 (20.6%)
	3-3	Ordinary	Election of Inside Directors (1 candidate) : Kim, Ji-Yong	Passed	75,849,177	54,021,693	43,449,303 (80.4%)
	3-3	Ordinary	Election of Inside Directors (1 candidate) : Kim, Ji-Yong	Passed	75,849,177	54,021,693	10,572,390 (19.6%)
Agenda 4		Ordinary	Election of Non-Standing Director : Kim, Hag-Dong	Passed	75,849,177	54,021,693	38,381,607 (71.0%)
Agenda 4		Ordinary	Election of Non-Standing Director : Kim, Hag-Dong	Passed	75,849,177	54,021,693	15,640,086 (29.0%)
Agenda 5		Ordinary	Election of Outside Directors : Kim, Joon-Gi	Passed	75,849,177	54,021,693	52,455,580 (97.1%)
Agenda 5		Ordinary	Election of Outside Directors : Kim, Joon-Gi	Passed	75,849,177	54,021,693	1,566,113 (2.9%)
Agenda 6		Ordinary	Approval of the Ceiling Amount of Total Remuneration for Directors	Passed	75,849,177	54,021,693	51,540,266 (95.4%)
Agenda 6		Ordinary		Passed	75,849,177	54,021,693	2,481,427 (4.6%)

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 Association (AoA rev., Feb., 2006).

Board Committees: outside directors facilitate effective decision-making

six Board Committees are chaired by outside directors. (learn more)

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 5 IDs and 7 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 Association

Guidelines on Outside Director's Independence and Diversity

Code of Ethics for Outside Directors