UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2022

Commission File Number: 1-13368

 

 

POSCO HOLDINGS INC.

(Translation of registrant’s name into English)

 

 

POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194                

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

POSCO is furnishing under cover of Form 6-K:

Exhibit 99.1: An English-translated documents of POSCO HOLDINGS’ Corporate Governance Report 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				POSCO
				(Registrant)
Date: September 7, 2022				By		/s/ Han, Young-Ah
						(Signature)
						Name: Han, Young-Ah
						Title: Senior Vice President

 

 

May 31, 2022

POSCO HOLDINGS INC.

 

 

[ Contents ]

 

I. Overview			3
II. Current Status of Corporate Governance			5
1. Corporate Governance Policy			5
2. Shareholders			7
(Core Principle 1) Rights of Shareholders			7
(Core Principle 2) Fair Treatment of Shareholders			19
3. Board of Directors(BoD)			33
(Core Principle 3) Function of BoD			33
(Core Principle 4) Composition of BoD			45
(Core Principle 5) Responsibilities of Outside Directors			63
(Core Principle 6) Evaluation of Outside Directors Activities			68
(Core Principle 7) Operation of BoD			70
(Core Principle 8) Special Committees in BoD			75
4. Audit Organization			83
(Core Principle 9) Internal Audit Organization			83
(Core Principle 10) Independent Auditor			91
5. Other Highlights			93
•  Attachment : Key Compliance Indicators of Corporate Governance			94

 

2

I				Overview

 

•

Name of Company : POSCO HOLDINGS INC. (Former POSCO)1)

 

1)

Change of the company name : POSCO (the “Company”) approved the vertical Spin-off plan at the Extraordinary General Meeting of Shareholders as proposed on January 28, 2022 and therefore, the name of the company has changed from ‘POSCO’ to ‘POSCO HODLINGS INC.’.

 

•

People in charge of the report :

 

-

Main In-charge : Lee, Dong-Ha, Leader, Investor Relations Team

02-3457-0996            Email: dongha798@posco-inc.com

 

-

Co In-charge : Jang, Soo-Young, Manager, Investor Relations Team

02-3457-0747            Email: syjang0228@posco-inc.com

 

•

Record Date : December 31, 2021

 

•

Company Overview

 

Largest Shareholder		National Pension Service		Shareholding Ratio of the Largest Shareholder 1)		9.25%
				Shareholding ratio of Minority Shareholders 2)		66.04%
Business Type		Non-Financial		Major Products		Steel Products and By-Products
Enterprise Group under Monopoly Regulation and Fair Trade Act		Yes		Act on the Management of Public Institutions		Not Applicable
Name of Enterprise Group		POSCO
Summary of Financial Status (In hundred millions of KRW)
		2021		2020		2019
Consolidated Revenue		763,323		577,928		643,668
Consolidated Operating Profit		92,381		24,030		38,689
Consolidated Profit from Continuing Operations		71,959		17,882		19,826
Consolidated Profit		71,959		17,882		19,826
Consolidated Total Assets		914,716		790,870		790,587
Separate Total Assets		642,428		567,950		557,108

 

1)	As of December 31, 2021

 

3

Glossary
BoD, the BoD		The Board of Directors
GMoS		General Meeting(s) of Shareholders
The company, company, we, our, us		POSCO HOLDINGS as a separate business entity

 

4

II				Current Status of Corporate Governance

 

1. Corporate Governance Policy

 

•

The Principle and Policy of Corporate Governance

POSCO HOLDINGS pursues advanced corporate governance that enhances shareholders’ value in the long-term and equally better interested parties’ rights. The management conducts responsible management with their expertise and reasonable decision-making and the BoD which consists of majority number of Outside Directors supervises and advises the management. This “Global Professional Management” is harmonized based on checks and balances and these principles, as proclaimed in Corporate Governance Charter are carried out within and outside POSCO HOLDINGS.

Detailed principles of corporate governance are reflected on internal regulations for corporate governance such as Articles of Incorporation, Operational Regulations of the Board of Directors, Corporate Governance Charter, etc., and also available on POSCO HOLDINGS’ homepage at http://www.posco-inc.com

POSCO HOLDINGS leadingly adopted Outside Directors Policy in 1997 and has continuously improved it for independence of BoD and to strengthen its roles. At the GMoS held in March 2021, in order to actively respond to the Environmental, Social and Corporate Governance (ESG) risks and demands of interested third parties, we reorganized the Special Committee system, for example, by establishing the ESG Committee.

The BoD consists of members with abundant experience and expertise from the fields of industry, academia, law, environment, accounting and public services in order to provide diversity and balanced-perspective for the management’s reasonable decision-making. In order to effectively supervise and intervene the management, the BoD consists of more than half of Outside Directors. In addition, the BoD is operated centered on Outside Directors, with the Chairmen of BoD and Special Committees are appointed from Outside Directors.

 

•

Characteristics of Corporate Governance

POSCO’s BoD, as permanently established and the highest decision-making body, has the right to elect Representative Directors. Since 2006, the Chairman position of BoD has been separated from the position of the CEO and the Representative Director and has been appointed among Outside Directors by resolutions of BoD.

Outside Directors who have expertise and abundance of experience are recommended by Director Candidate Recommendation and Management Committee(Director Candidate Recommendation Committee as of May 31, 2021) or by shareholders’ suggestion then elected at the GMoS by shareholders’ votes. As of May 31, 2022, POSCO BoD has total 12 Directors: 7 Outside Directors, 4 Inside Directors, and 1 Non-Standing Director.

In 2021 under the BoD, there were 6 Special Committees: ESG Committee, Director Candidate Recommendation Committee, Evaluation and Compensation Committee, Finance Committee, Audit Committee, and Executive Management Committee. Except Executive Management Committee which reviews and deliberates steel-related investments, Outside Directors are more than half of total number of Directors in each Special Committee. In addition, Evaluation and Compensation Committee and Audit Committee consist of all Outside Directors in order to guarantee independent decision-making. Among Special Committees, Director Candidate Recommendation Committee and Audit Committee are mandatory for installation under the Commercial Act. However, the rest of 4 Special Committees were established voluntarily by the BoD for professionalism, independence and efficiency of the BoD.

 

5

As of the date of submission of the report, the company has completed the conversion to the holding company and the Special Committee has been reorganized and operated in accordance with the change in the role of the Board of Directors. The Articles of Incorporation were revised in accordance with the launch of the holding company in March 2022, and the Executive Management Committee, which reviews and deliberates on steel investment, was abolished by revising the operating regulations of the BoD in March. Therefore, we currently operate five committees within the Board of Directors, including ESG Committee, Director Candidate Recommendation Committee, Evaluation and Compensation Committee, Finance Committee, and Audit Committee. Outside Directors are more than half of total number of Directors in each Special Committee. In addition, Evaluation and Compensation Committee and Audit Committee consist of all Outside Directors in order to guarantee independent decision-making. Among Special Committees, Director Candidate Recommendation Committee and Audit Committee are mandatory for installation under the Commercial Act. However, the rest of 3 Special Committees were established voluntarily by the BoD for professionalism, independence and efficiency of the BoD. Finance Committee and Audit Committee are operated with experts who have experience in the fields of Industries, accounting and finance and ESG Committee is operated with an environment expert.

Moreover, in order to gather opinions on BoD agendas and other matters, Outside Directors Meeting is held semi-annually and BoD Strategy Session is held twice in a year and collect opinions for the POSCO Group’s strategies, business plans, and so on. For detailed explanation of BoD, Special Committees, and their members and roles, please refer to “3. Board of Directors(BoD)”.

 

6

2. Shareholders

 

(Core Principle 1) Rights of Shareholders   •  Shareholders need to be given sufficient information in a timely manner to exercise rights and need to exercise rights with proper procedure.

 

(Sub-Principle 1-①) The company needs to provide sufficient information for the date, location and agendas of GMoS, long enough before the meeting date.

A. History and Notice of GMoS

POSCO HOLDINGS has held 3 Ordinary GMoS from January 1, 2020 till May 31, 2022. Information regarding GMoS such as date, location, agendas, etc. were provided to shareholders through Korea Exchange(KRX) public disclosure both in Korean and English, Data Analysis, Retrieval and Transfer System(DART) website by Financial Supervisory Service, U.S. Securities and Exchange Commission(SEC) website, company website, mail notice for domestic shareholders, Depositary Notice and Proxy Card for foreign DR shareholders, and so on.

The history and details of GMoS from January 1, 2020 to May 31, 2022 are given in the following table.

 

•

(Table 1-①-1) History and Details of GMoS from January 1, 2019 to May 31, 2021

 

				Ordinary GMoS 2022		Extraordinary GMoS 2022		Ordinary GMoS 2021		Ordinary GMoS 2020
Resolution of Convocation				January 28, 2022		December 10, 2021		January 28, 2021		January 31, 2020
Notice of Convocation				February 17, 2022		January 5, 2022		February 18, 2021		February 27, 2020
GMoS Date				March 18, 2022		January 28, 2022		March 12, 2021		March 27, 2020
Days between Notice of Convocation and GMoS Date				28 days		22 days		21 days		28 days
Location/ Region				POSCO Center / Gangnam-gu, Seoul		POSCO Center / Gangnam-gu, Seoul		POSCO Center / Gangnam-gu, Seoul		POSCO Center / Gangnam-gu, Seoul
Notice to Shareholders				Mail notice, POSCO website, DART and KRX website		Mail notice, POSCO website, DART and KRX website		Mail notice, POSCO website, DART and KRX website		Mail notice, POSCO website, DART and KRX website
Notice for foreign shareholders				U.S. SEC website, Depositary Notice and Proxy Card for DR holders, and KRX English public disclosure		U.S. SEC website, Depositary Notice and Proxy Card for DR holders, and KRX English public disclosure		U.S. SEC website, Depositary Notice and Proxy Card for DR holders, and KRX English public disclosure		U.S. SEC website, Depositary Notice and Proxy Card for DR holders
Details		BoD		11 out of 12 Directors attended		12 out of 12 Directors attended		12 out of 12 Directors attended		11 out of 12 Directors attended
		Audit Committee Members		3 out of 3 members attended		3 out of 3 members attended		3 out of 3 members attended		2 out of 3 members attended
		Shareholders’ Remarks		1)  2 shareholder remarks 2)  Message : payout ratio, share cancellation		1)  5 shareholder remarks 2)  Message : vertical spin-off related issues, payout ratio, share cancellation		1)  1 shareholder remark 2)  Message : Plans for Lithium-ion battery materials business		1)  5 shareholders remarks 2)  Messages : Impact of COVID-19, shareholder return plan, consent remarks, other remarks

 

7

B. Providing Information regarding GMoS

POSCO held 3 Ordinary GMoS from January 1, 2019 to May 31, 2021. Generally, we provide dates and locations of GMoS through BoD resolutions by 6 weeks before the meetings. After resolutions on the GMoS agendas by the BoD, we provided information through Korea Exchange(KRX), Data Analysis, Retrieval and Transfer System(DART) website by Financial Supervisory Service, U.S. Securities and Exchange Commission(SEC) website, and POSCO website. In addition, until 2 weeks before the GMoS, we provided GMoS notice, related supplementary information, guide for voting rights exercise, ballot paper, return envelope, etc. to every shareholder by mail. For GMoS held in March 2021, to provide information better for foreign shareholders, we also conducted the Korea Exchange public disclosure in English.

Although the company conducted Notice of Convocation 3 weeks before the date of GMoS March 2021 due to internal processes, company conducted Notice of Convocation 4 weeks before the date of GMoS March, 2022 and met one of the Corporate Governance Key Compliance Indicator. We will continue to try to provide sufficient information to shareholders 4 weeks in advance regarding the GMoS

 

8

A. History of Shareholders’ Exercise of Voting Rights

From January 1, 2020 to May 31, 2022, the company has held 3 Ordinary GMoS, and participated in the Voluntary Compliance Program for GMoS Date Separation in 2021 and 2022 by setting GMoS dates on non-congested dates. In 2020, there was partial amendments on the Enforcement Decree of the Commercial Act in progress that contained matters related to GMoS. In order to avoid uncertainties caused by the amendments, the company set the date of GMoS in late March and resultantly, held the GMoS in one of the congested dates.

For the shareholders who are not able to attend the GMoS, the company provides ballot paper and return envelope to every shareholder by mail. And in order to facilitate voting process, we have adopted and continued electronic voting system since 2019. The company conducts proxy solicitation and to facilitate exercise of voting rights by proxy, we post power of attorney on our website. At the GMoS held in March 2021, in consideration of the COVID-19 situation, the company also held an online GMoS simultaneously and made efforts to ensure shareholders participation as much as possible by receiving inquiries from shareholders in advance.

The voting rights related information with regards to the GMoS held from January 1, 2020 to May 31, 2022 is as follows.

 

•

(Table 1-②-1) Dates of GMoS and Voting Types

 

		GMoS 2022		GMoS 2021		GMoS 2020
Congested Dates for GMoS		March 25, 2022 March 30, 2022 March 31, 2022		March 26, 2021 March 30, 2021 March 31, 2021		March 13, 2020 March 20, 2020 March 26, 2020 March 27, 2020
Date of GMoS		March 18, 2022		March 12, 2021		March 27, 2020
Meeting on Non-Congested Date		Yes		Yes		No
Conduct of Voting via Mail		Yes		Yes		Yes
Conduct of Electronic Voting		Yes		Yes		Yes
Conduct of Proxy Solicitation		Yes		Yes		Yes

 

9

The company held 2 GMoS and 1 Extraordinary GMoS from January 1, 2021 to May 31, 2022 and the results on each agenda are as follows.

 

•

(Table 1-②-2) GMoS Voting Results on Each Agenda

 

Ordinary						The 53rd GMoS						March 12, 2021
Agenda				Resolution Type		Description		Result		Number of Total Issued Shares with Voting Rights (①) 1)		Exercised Shares from ① (A) 2)		For (B) (Ratio, %)3)
														Against, Spoilt vote, etc. (C) (Ratio, %)4)
1				Ordinary		Approval of the 53rd (January 1, 2020 ~ December 31, 2020) Financial Statements		Approved		76,125,472		57,150,034		48,582,573 (85.0%)
														8,567,461 (15.0%)
2				Special		Partial Amendments of the Articles of Incorporation		Approved		76,125,472		57,150,034		56,735,315 (99.3%)
														414,719 (0.7%)
3		3-1		Ordinary		Election of Inside Director Choi, Jeong-Woo (Candidate for the Representative Director & CEO)		Approved		76,125,472		57,150,034		51,625,521 (90.3%)
														5,524,513 (9.7%)
		3-2		Ordinary		Election of Inside Director Kim, Hag-Dong		Approved		76,125,472		57,150,034		47,915,135 (83.8%)
														9,234,899 (16.2%)
		3-3		Ordinary		Election of Inside Director Chon, Jung-Son		Approved		76,125,472		57,150,034		43,095,459 (75.4%)
														14,054,575 (24.6%)
		3-4		Ordinary		Election of Inside Director Jeong, Tak		Approved		76,125,472		57,150,034		47,914,922 (83.8%)
														9,235,122 (16.2%)
		3-5		Ordinary		Election of Inside Director Chung, Chang-Hwa		Approved		76,125,472		57,150,034		48,212,420 (84.4%)
														8,937,614 (15.6%)
4		4-1		Ordinary		Election of Outside Director Yoo, Young-Sook		Approved		76,125,472		57,150,034		55,804,481 (97.6%)
														1,345,553 (2.4%)
		4-2		Ordinary		Election of Outside Director Kwon, Tae-Kyun		Approved		76,125,472		57,150,034		46,161,776 (80.8%)
														10,988,258 (19.2%)
5				Ordinary		Election of an Outside Director to Become an Audit Committee Member Kim, Sung-Jin		Approved		67,551,105		48,575,667		47,228,426 (97.2%)
														1,347,241 (2.8%)
6				Ordinary		Approval of the Ceiling Amount of Total Remuneration for Directors		Approved		76,125,472		57,150,034		46,585,100 (81.5%)
														10,564,934 (18.5%)

 

1)	Number of shares for Audit Committee Member agenda excluded the number of shares that are limited for voting rights.

2)	Exercised shares(A) = Number of shares (B) + Number of shares (C)

3)	Ratio of approval shares (%) : (B/A) x 100

4)	Ratio of objection, spoilt vote and other shares = (C/A) x 100

 

10

Extraordinary

Extraordinary GMoS

January 28, 2022

Agenda

Resolution   Type

Description

Result

Number of Total Issued Shares with Voting Rights (①) 1)

Exercised Shares from ① (A) 1)

For (B) (Ratio, %)2)

Against, Spoilt vote, etc. (C) (Ratio, %)3)

1

Special

Approval of Vertical spin-off plan

Approved

75,625,572

57,149,995

50,998,999 (89.2%)

6,150,996 (10.8%)

 

1)	Exercised shares(A) = Number of shares (B) + Number of shares (C)

2)	Ratio of approval shares (%) : (B/A) x 100

3)	Ratio of objection, spoilt vote and other shares = (C/A) x 100

 

11

Ordinary						The 54th GMoS						March 18, 2022
Agenda				Resolution Type		Description		Result		Number of Total Issued Shares with Voting Rights (①)		Exercised Shares from ① (A) 1)		For (B) (Ratio, %)2)
														Against, Spoilt vote, etc. (C) (Ratio, %)3)
1				Ordinary		Approval of the 54th (January 1, 2021 ~ December 31, 2021) Financial Statements		Approved		75,625,572		56,086,920		45,926,950 (81.9%)
														10,159,970 (18.1%)
2		2-1		Ordinary		Election of Inside Director Chon, Jung-Son		Approved		75,625,572		56,086,320		46,748,318 (83.4%)
														9,338,002 (16.6%)
		2-2		Ordinary		Election of Inside Director Chung, Chang-Hwa		Approved		75,625,572		56,086,320		39,236,266 (70.0%)
														16,850,054 (30.0%)
		2-3		Ordinary		Election of Inside Director Yoo, Byeong-Og		Approved		75,625,572		56,086,920		39,430,679 (70.3%)
														16,656,241 (29.7%)
3				Ordinary		Election of Non-Standing Director Kim, Hag-Dong		Approved		75,625,572		56,086,920		37,899,741 (67.6%)
														18,187,179 (32.4%)
4		4-1		Ordinary		Election of Outside Director Sohn, Sung Kyu		Approved		75,625,572		56,086,920		53,302,928 (95.0%)
														2,783,992 (5.0%)
		4-2		Ordinary		Election of Outside Director Yoo, Jin Nyong		Approved		75,625,572		56,086,920		53,349,615 (95.1%)
														2,737,305 (4.9%)
		4-3		Ordinary		Election of Outside Director Pahk, Heui-Jae		Approved		75,625,572		56,086,920		51,288,028 (91.4%)
														4,798,892 (8.6%)
5		5-1		Ordinary		Election of Audit Committee Member from Outside Directors Sohn, Sung-Kyu		Approved		75,625,572		49,045,521		46,257,121 (94.3%)
														2,788,400 (5.7%)
		5-2		Ordinary		Election of Audit Committee Member from Outside Directors Yoo, Jin-Nyong		Approved		75,625,572		49,045,521		46,319,713 (94.4%)
														2,725,808 (5.6%)
6				Ordinary		Approval of the Ceiling Amount of Total Remuneration for Directors		Approved		75,625,572		56,086,920		53,120,362 (94.7%)
														2,966,558 (5.3%)

 

1)	Exercised shares(A) = Number of shares (B) + Number of shares (C)

2)	Ratio of approval shares (%) : (B/A) x 100

3)	Ratio of objection, spoilt vote and other shares = (C/A) x 100

 

12

B. Company’s Effort for Shareholders’ Voting Rights Exercise

As described in A. History of Shareholders’ Exercise of Voting Rights, POSCO HOLDINGS provides voting via mail, electronic voting, and proxy solicitation in order to facilitate shareholders’ participation to GMoS. Especially for the GMoS held in 2021 and 2022 under the COVID-19 situation, the company promoted non-contact exercise of voting rights such as voting via mail or electronic voting through company website. Additionally, we provided e-mail address and phone number for inquiries regarding GMoS through the CEO’s letter via mail with the notice of GMoS convocation, and actively responded to shareholders’ inquiries.

 

•

(Picture 1-②-1) Promotion on the Company Website

 

 

13

A. Shareholder Proposal Right

Although the company does not provide a guidance on the legally prescribed shareholder proposal procedure on its website, the company provides the information, via emails, about recommendation of Outside Director candidates to its shareholders with a proposal right per relevant laws in order to facilitate their involvement in the recommendation process.

Regarding shareholder proposal standards and procedures for Outside Director candidate recommendation, the company prescribed in the Article 30 of the Articles of Incorporation that by exercising shareholder proposal right in accordance with relevant laws, shareholders may recommend Outside Director candidates to Director Candidate Recommendation Committee. When the recommendation of an Outside Director candidate is received as shareholder proposal, the Investor Relations(IR) team checks whether it meets the shareholder proposal requirements. After that, the Director Candidate Recommendation Committee verifies the candidate’s eligibility and recommends to the GMoS as an Outside Director candidate.

From January 1, 2020 to May 31, 2022, there was no shareholder proposal with regards to GMoS agenda or no public letter received from institutional investors as part of the Stewardship Code. Accordingly, implementation status related to shareholder proposal or public letter of institutional investors have been omitted. In the future, if there is any shareholder proposal related to agenda of the GMoS, the company will respect shareholders’ opinions so that they can freely ask questions and request explanations at the GMoS.

B. Support for Exercise of Shareholder Proposal Right

In order to facilitate recommendation of candidates for Outside Directors by shareholders who have shareholder proposal rights in accordance with related laws, the company provides guidance on Outside Director candidate recommendations through e-mails. In order to strengthen communication with shareholders and secure various candidates for Outside Directors, from 2018, “Shareholders’ Recommendation System” was introduced which shareholders participate directly in the process of finding candidates for Outside Directors. Like other candidates, the recommended candidates are screened by the Outside Director Candidate Recommendation Advisory Panel.

About 2~3 months before Ordinary GMoS, a letter from the Chairman of Director Candidate Recommendation Committee is sent to shareholders who can exercise shareholder proposal rights under the Commercial Act, suggesting recommendation of one Outside Director candidate per one shareholder and the recommendation is received by e-mail or mail. For the Ordinary GMoS held in March 2022, the recommendation period was from January 11, 2022 to January 20, 2022.

For the Ordinary GMoS in March 2019, one candidate(law major, professorship, female) was proposed for Outside Director through the Shareholders’ Recommendation procedure and the Outside Director Candidate Recommendation Advisory Panel included the candidate as one of the potential candidates and proceeded discussion. It was concluded that the candidate did not meet the need of the company and was not recommended to the Director Candidate Recommendation and Management Committee. Subsequently, the related information was provided to the recommended organization.

 

14

A. Shareholder Return Policies

In January 2020 at the BoD, the company concretized mid-term dividend policy to improve predictability and transparency on dividends and disclosed through public disclosure, company website and investor relations conference calls. The company’s mid-term dividend policy aims approximately 30% dividend payout ratio for the years from 2020 to 2022. The dividend payout ratio is calculated based on profit attributable to owners of the controlling company in consolidated basis by adjusting one-off expenses without cash outflows. For the year-end dividend, mid-term business plans, dividend yields, cash flows, and other factors are comprehensively considered. The mid-term dividend policy will be disclosed after review on every 3 years.

In addition, by partially amending the Articles of Incorporation in 2016, the company introduced quarterly dividend system so that quarterly dividends can be paid in cash by resolution of the BoD and the quarterly dividends has been continued since the 2nd quarter of 2016.

In April 2020, the BoD resolved on a share repurchase trust contract in order for stable management of stock price and improvement of shareholders’ value. During the contract period, from April 13, 2020 to April 12, 2021, the company finished repurchasing shares worth KRW 1 trillion (4.49 million share, 5.1%) which is the contract amount.

In order to enhance shareholder value, the company announced its plan to cancel part of treasury stock in 2022 through disclosures on the Korea Exchange in January 2022. The size and timing of share cancellation will be decided after discussion by the board.

B. Information Provision of Shareholders Return Policies

In April 2020, the company website related to shareholder return policy was re-organized to provide information on the mid-term dividend policy, dividend details and amounts, and information on share repurchase in Korean and English. In addition, the POSCO dividend information service has been established and operated as a separate website to enable online search of dividend details from the 3rd quarter dividend of 2020. Through the service, information related to shareholder return, such as the company’s investor relations materials, mid-term dividend policy, and share repurchase result is provided in an integrated manner.

(POSCO HOLDINGS dividend information service)

: https://dividend.posco.co.kr:4452/F52/F52B10/jsp/home/posF52BMain.jsp

 

•

(Picture 1-④-1) Disclosure of Shareholders Return Policy

 

15

 

16

A. Shareholder Return Status

Until 2019, the company disclosed dividend policy of “maintaining long-term stable cash dividend levels including quarterly dividends” on its website and has regularly paid an annual dividend of KRW 8,000 to 10,000 per share, in order to enhance shareholder trust. Accordingly, in 2018 and 2019, we provided cash dividends of KRW 10,000/share per year, respectively.

The company raised shareholders return target to 30% by concretizing mid-term dividend policy to improve predictability and transparency on dividends at the BoD in January 2020. And when calculating a dividend payout ratio, based on profit attributable to owners of the controlling company in consolidated basis, by adjusting one-off expenses without cash outflows the company reinforced linkage with business performance.

In 2020, based on KRW 1,816 billion, profit attributable to owners of the controlling company in consolidated basis is KRW 1,602 billion and one-off expenses without cash outflows is KRW 214 billion, the BoD discussed applying adjusted dividend payout ratio of 34.2% and according to the revised mid-term dividend policy, the annual dividend per share was resolved to KRW 8,000 and the total annual dividend of KRW 620 billion was paid.

In 2021, based on KRW 7,143 billion, profit attributable to owners of the controlling company in consolidated basis is KRW 6,617 billion and one-off expenses without cash outflows is KRW 526 billion, the BoD discussed applying adjusted dividend payout ratio of 18.0% and according to the revised mid-term dividend policy, the annual dividend per share was resolved to KRW 17,000 and the total annual dividend of KRW 1,286 billion was paid.

The shareholder return status for the last 3 fiscal years is as follows.

 

•

(Table 1-⑤-1) Shareholder Return Status in the Last 3 Fiscal Years                (Shares, KRW, Billions of KRW, %)

 

Fiscal Year		Month for Year-end Closing		Types of Shares		Share Dividend		Cash Dividend
								Dividend per Share (KRW)		Total Dividend (Billions of KRW)		Dividend Ratio to Market Value		Dividend Payout Ratio
														Consolidated Basis 1)		Separate Basis
2021		December		Common		—		17,000		1,286		6.0%		19.4%		24.8%
				Class		—		—		—		—
2020		December		Common		—		8,000		620		3.0%		38.7%		64.2%
				Class		—		—		—		—
2019		December		Common		—		10,000		801		4.1%		43.7%		68.1%
				Class		—		—		—		—

 

•

Dividend per Share : Sum of quarterly dividends/share and year-end dividend/share

 

•

Dividend Payout Ratio :

 

•

Consolidated base is calculated total dividend divided by profit attributable to owners of the controlling company.

 

•

Dividend Ratio to Market Value is calculated by dividing Dividend per Share to average closing share prices of the 1 week which is the time period prior to the two last trading days before the year-end record date.

 

1)	The adjusted dividend payout ratio with the company’s mid-term dividend policy is different due to adjustment of one-off expenseswithout cash outflows.

 

•

Adjusted dividend payout ratio in consolidated basis in the last 3 fiscal years : 31.6%(2019), 34.2%(2020), 18.0%(2021)

 

17

The company has introduced quarterly dividend system since 2016, and has been maintaining shareholder return through quarterly dividends throughout the year. The details of quarterly dividends for the last 3 fiscal years are as follows. The company has not paid stock dividends or differential dividends in the last 3 fiscal years.

 

•

(Table 1-⑤-2) Quarterly Dividend Status in the Last 3 Fiscal Years

(KRW, Billions of KRW)

 

Fiscal Year		Quarter		Resolution Date of BoD		Dividend per Share		Total Dividend
2021		1st		May 14, 2021		3,000		227
		2nd		August 13, 2021		4,000		303
		3rd		November 5, 2021		5,000		378
		4th		January 28, 2021		5,000		378
2020		1st		May 8, 2020		1,500		120
		2nd		August 7, 2020		500		40
		3rd		November 6, 2020		1,500		118
		4th		January 28, 2021		4,500		343
2019		1st		May 10, 2019		2,000		160
		2nd		July 29, 2019		2,000		160
		3rd		November 1, 2019		2,000		160
		4th		January 31, 2020		4,000		321

B. Shareholder Right for Shareholder Return

The mid-term dividend policy was newly revised at the BoD in January 2020 to enhance transparency and predictability related to dividends by reflecting the expectations and demands of shareholders. The company raised shareholder return target to 30% of dividend payout ratio, and adjusted one-off expenses without cash outflows from profit attributable to owners of the controlling company so that dividends linked to business performance are paid out. In the future, we will continue to communicate transparently with shareholders in relation to shareholder return and actively reflect the rights of shareholders.

 

18

(Core Principle 2) Fair Treatment of Shareholders   •  Shareholders need to be given fair voting rights according to the type and number of shares and the company needs to make efforts to furnish system that provides corporate information fairly to shareholders.

 

A. Stock Issuance Information

According to the Articles of Incorporation, the total number of shares which the company is authorized to issue is 200,000,000 shares. As of May 31, 2022, 96,480,625 common shares were issued and 9,293,790 of them were retired for profit, resulting in total of 87,186,835 common shares remained.

So far, the company has not been applied to different classes of shares, and therefore, separate description related to the shares has been omitted.

 

•

(Table 2-①-1) Share Issuance Status

 

Share Type		Authorized Shares *		Issued Shares**		Issued Ratio***		Remarks
Common Shares		200,000,000		87,186,835		43.59%		Retirement of 9,293,790 shares
Class Shares		—		—				—

 

*	Authorized Shares : Total number of shares that is authorized to issue by the company under the Articles of Incorporation

**	Issued Shares : Total issued shares as of May 31, 2022 deducted by the number of retired shares as of May 31, 2022

***	Issued Ratio : Issued Shares/Authorized Shares x 100

B. Voting Rights on Issued Shares

The company does not have any different classes of shares, but issued only common shares. Shareholders exercise fair voting rights in accordance with the principle of 1 voting right per 1 share.For reference, at the 54^th GMoS in March 2022, the number of shares holding voting rights was 75,625,572 which excludes the company’s treasury stock, 11,561,263 shares.

C. Communication with Shareholders

1) Investor Relations Activities

In January, April, July, and October of each year, we hold annual and quarterly earnings announcements in the form of conference calls presided by the CFO. After the announcement, the company regularly conducts non-deal roadshows (NDR) for institutional investors in Korea, Asia, the Americas, and Europe, and frequently participates in domestic and international conferences held by securities companies to have direct communication on investors’ interests and requests.

CFO, the Head of IR team and others if necessary are directly involved in overseas NDRs to share the company’s performance and mid and long-term strategic direction with investors, and thereby strive to provide higher-level feedback on shareholder interests. Especially, since 2018, we have provided opportunities for direct communication between Outside Directors and shareholders to improve understanding of the company’s corporate governance and to strengthen communication with shareholders.

In addition, the company has established a section for IR meeting request on the website for investors who want to visit the company directly and holds frequent meetings, and provides diverse IR activities that reflect investors’ interests.

 

19

From February 2020 to December 2021, due to widespread of COVID-19 and social distancing policy as one of the counter-measures, it was difficult to hold face-to-face meetings. But with frequent conference calls, we are having active communication with domestic and foreign investors and working to expand our investors pool. In addition, we are actively communicating with investors through conferences and conference calls on ESG-related issues that have recently emerged.

In order to strengthen communication channels with our investors, we have started to provide online streaming service that is also available to our minority shareholders from 2022 1Q Earnings Release session. Furthermore, IR team answers the questions that come through company website. We also try to strengthen communication with our minority shareholders by actively responding to their inquires over the phone.

 

•

(Table 2-①-2) Major IR Events, Conference Calls, and Discussions with Shareholdersfrom January 1, 2020 to March 31, 2021

 

Date		Counterpart		Meeting Type		Subject		Remarks
January 28, 2021		Domestic institutional investors, Analysts		Conference call		Earnings release (Provisional business outcome of FY2020 and Q&A session)
February 1~4, 2021		Domestic institutional investors, Analysts		NDR		Earnings release (Provisional business outcome of FY2020 and Q&A session)
February 16~18 & March 16, 2021		Foreign institutional investors		Conference		JP Morgan Conference (Earnings, markets, business issues, etc.)
February 17, 2021		Domestic and foreign institutional investors		Conference		Korea Investment & Securities Korea Conference (Earnings, markets, business issues, etc.)
February 19, 2021		Foreign institutional investors		Conference		Goldman Sachs Korea Conference (Earnings, markets, business issues, etc.)
March 15~16, 2021		Foreign institutional investors		Conference		Macquarie Conference (Earnings, markets, business issues, etc.)
March 26, 2021		Domestic and foreign institutional investors		Conference		Samsung Securities, ESG Conference
March 29, 2021		Domestic analysts		IR		Analysts conference call with the Head of Finance Office
March 30, 2021		Foreign institutional investors		Conference		Nomura Conference (Earnings, markets, business issues, etc.)
April 26, 2021		Domestic institutional investors, Analysts		Conference call		Earnings release (Provisional business outcome of 1st quarter of FY2021 and Q&A session)
April 26, 2021		Foreign institutional investors		IR		Earnings release (Provisional business outcome of 1st quarter of FY2021 and Q&A session)		Virtual Foreign IR
April 27~29, 2021		Domestic institutional investors		NDR		Earnings release (Provisional business outcome of 1st quarter of FY2021 and Q&A session)
May 28, 2021		Domestic institutional investors		IR		POSCO Group Day (Green and Mobility)
June 2/8-9, 2021		Foreign institutional investors		Conference		Citi Conference (Earnings, markets, business issues, etc.)
July 22, 2021		Domestic/Foreign institutional investors, Analysts		Conference call		Earnings release (Provisional business outcome of 2nd quarter of FY2021 and Q&A session)

 

20

July 26-28, 2021		Domestic institutional investors		NDR		Earnings release (Provisional business outcome of 2nd quarter of FY2021 and Q&A session)
August 19, 2021		Foreign institutional investors		Conference		BofAML Conference (Earnings, markets, business issues, etc.)
September 1, 2021		Domestic institutional investors		Conference		Korea Investment & Securities Korea Conference (Earnings, markets, business issues, etc.)
September 2-3, 2021		Foreign institutional investors		Conference		Citi Conference (Earnings, markets, business issues, etc.)
October 25, 2021		Domestic institutional investors, Analysts		Conference call		Earnings release (Provisional business outcome of 3rd quarter of FY2021 and Q&A session)
October 26-28, 2021		Domestic institutional investors		NDR		Earnings release (Provisional business outcome of 3rd quarter of FY2021 and Q&A session)
November 17, 2021		Foreign institutional investors		Conference		Morgan Stanley Conference (Earnings, markets, business issues, etc.)
December 3, 2021		Foreign institutional investors		IR		IR presided by Outside Directors
December 13-27, 2021		Domestic and foreign institutional investors		IR		IR (Regarding transition to a holding company)
January 1- December 31, 2021		Domestic/Foreign institutional investors, Analysts		IR		Individual meetings and conference calls per request of shareholders and investors - Conference calls due to COVID-19		126 times in 2021
January 4-21, 2022		Domestic and foreign institutional investors		NDR		NDR (Regarding transition to a holding company)
January 28, 2022		Domestic institutional investors, Analysts		Conference call		Earnings release (Provisional business outcome of FY2021 and Q&A session)
February 8-10, 2022		Domestic institutional investors, Analysts		NDR		Earnings release (Provisional business outcome of FY2021 and Q&A session)
March 24, 2022		Foreign institutional investors		Conference		Credit Suisse Conference (Earnings, markets, business issues, etc.)
April 25, 2022		Domestic institutional investors, Analysts		Conference call		Earnings release (Provisional business outcome of 1st quarter of FY2022 and Q&A session)
April 25~28, 2022		Domestic institutional investors, Analysts		NDR		Earnings release (Provisional business outcome of 1st quarter of FY2022 and Q&A session)
May 31, 2022		Foreign institutional investors		Conference		Morgan Stanley Conference (Earnings, markets, business issues, etc.)
January 1-end of May 2022.		Domestic/Foreign institutional investors, Analysts		IR		Individual meetings and conference calls per request of shareholders and investors - Conference calls due to COVID-19		65 times

2) Status of Company Information Disclosure

The company discloses e-mail address of the IR department on the company website, and shareholders can send opinions or questions to the IR department through the inquiry section. Inquiries to shareholders received by e-mail are reviewed and answered by the IR persons in charge. In addition, it is accessible to an IR-only phone through the company’s representative phone posted on the company website, and we respond to shareholders’ inquiries.

 

21

In addition, the company information including IR materials are disclosed to all shareholders in a timely and fair manner at the Korea Exchange electronic disclosure system, KIND (http://kind.krx.co.kr), the Financial Supervisory Service electronic disclosure system DART (http://dart.fss.or.kr), and the company website, etc.

3) Information for Foreign Shareholders

The company operates an English website for foreign shareholders, and inquiries can be forwarded to the IR department by using the email address of the IR department or the Q&A section. Inquiries received are answered after checks by the IR persons in charge. In addition, the company has been participating in the Korea Exchange’s English disclosure strengthening campaign since 2020 and has strengthened disclosure of information to foreign investors by actively utilizing the English disclosure of the electronic disclosure system, KIND.

As the company listed American Depositary Receipts(ADR) on the New York Stock Exchange (NYSE), we submit English disclosures to the EDGAR system (https://www.sec.gov/edgar) of the U.S. Securities and Exchange Commission(SEC). In addition, the IR contact information is provided on Form 20-F submitted to the SEC, so that shareholders can submit inquiries.

 

•

(Table 2-①-3) English Disclosure to KIND System from January 1, 2021 to May 31, 2022

 

Date of Disclosure		Disclosure Title		Contents
January 18, 2021		Organization of Investor Relations Event		Notice disclosure for IR event
January 22, 2021		Decision on Paid-in Capital Increase (Material Business Matters of Subsidiary Company)		(Subsidiary’s material business matter) Decision on capital increase with consideration
January 29, 2021		Forecast on Business Performance, etc. (Fair Disclosure)		Outlook of 2020 sales, etc.
January 29, 2021		Forecast on Business Performance according to Consolidated Financial Statements(Fair Disclosure)		(Consolidated basis) Outlook of 2020 sales, etc.
January 29, 2021		Interim Report on Business Performance(Fair Disclosure)		Provisional business performance for the year 2020
January 29, 2021		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the year 2020
January 29, 2021		30% or More Changes in Sales or Profits/Losses (15% or More in the case of Large-scale Corporations)		15% or more change in sales or profit and loss structure
January 29, 2021		Decision on Calling Shareholders’ Meeting		Resolution on GMoS convocation – Date and location
January 29, 2021		Decision on Cash Dividend and Dividend in Kind		Decision on year-end cash dividend
January 29, 2021		An Explanation for Rumors or Media Reports		An Explanation for Rumors or Media Reports
February 4, 2021		Suspension of Business (Material Business Matters of Subsidiary Company)		(Subsidiary’s material business matter) Suspension of business
February 19, 2021		[Revised] Decision on Calling Shareholders’ Meeting		[Amendment] Resolution on GMoS convocation - Addition of agendas
March 15, 2021		Notice on Change of CEO		Changes of representative directors
March 15, 2021		Outcome of Annual Shareholders’ Meeting		Result of Ordinary GMoS
April 13, 2021		Decision on Termination of Trust Contract for Acquisition of Treasury Stocks		Termination of trust contract for share repurchase
April 13, 2021		Organization of Investor Relations Event		Notice disclosure for IR event

 

22

April 13, 2021		Interim Report on Business Performance(Fair Disclosure)		Provisional business performance for the 1st quarter of 2021
April 13, 2021		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 1st quarter of 2021
April 27, 2021		[Revised] Forecast on Business Performance, etc. (Fair Disclosure)		[Amendment] Outlook of 2021 sales, etc.
April 27, 2021		[Revised] Forecast on Business Performance according to Consolidated Financial Statements(Fair Disclosure)		[Amendment](Consolidated basis) Outlook of 2021 sales, etc.
April 27, 2021		Interim Report on Business Performance(Fair Disclosure)		Provisional business performance for the 1st quarter of 2021
April 27, 2021		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 1st quarter of 2021
April 27, 2021		[Revised] Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		[Amendment] (Consolidated basis) Provisional business performance for the 1st quarter of 2021 –Amendment on the disclosure of April 13, 2021
May 6, 2021		Submission on Annual Report or Other Documents Submitted to Overseas Exchange, etc.		Form 20-F submitted to the SEC
May 20, 2021		Decision on Cash Dividend and Dividend in Kind		Decision on quarterly cash dividend
May 31, 2021		Details of Corporate Governance Report		Corporate Governance Report
June 1, 2021		Report on Matters Subject to Material Disclosure at Overseas Exchange, etc.		Submission of Conflict Minerals Disclosure
June 16, 2021		Decision on Closure of Shareholder’s Registry (Including Record Date) for Quarterly/Interim Dividends		Record date notice for quarterly dividend
June 21, 2021		Report of Disclosure Revision Details of Corporate Governance Report		[Amendment] Disclosure of Corporate Governance Report
July 9, 2021		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 2nd quarter of 2021
July 9, 2021		Interim Report on Business Performance(Fair Disclosure)		Provisional business performance for the 2nd quarter of 2021
July 9, 2021		Organization of Investor Relations Event		Notice disclosure for IR event
July 22, 2021		Report of Disclosure Revision Forecast for Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 2nd quarter of 2021
July 22, 2021		Report of Disclosure Revision Forecast for Business Performance, etc. (Fair Disclosure)		[Amendment] Outlook of 2021 sales, etc.
July 22, 2021		Report of Disclosure Revision Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 2nd quarter of 2021
July 22, 2021		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 2nd quarter of 2021
July 22, 2021		Interim Report on Business Performance (Fair Disclosure)		Provisional business performance for the 2nd quarter of 2021
August 3, 2021		Details of Sustainability Report, etc. (Voluntary Disclosure)		Disclosure of Sustainability Report
August 17, 2021		Decision on Cash Dividends and Dividends in Kind		Decision on quarterly cash dividend
August 19, 2021		Decision on Issuance of Exchangeable Bonds		Decision on Issuance of Exchangeable Bonds
August 19, 2021		Decision on Disposal of Treasury Stock		Decision on Disposal of Treasury Stock
August 26, 2021		Report of Disclosure Revision Decision on Issuance of Exchangeable Bonds		[Amendment] Decision on Issuance of Exchangeable Bonds
September 15, 2021		Decision on Closure of Shareholder’s Registry (Including Record Date) for Quarterly/Interim Dividends		Record date notice for quarterly dividend
October 14, 2021		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 3rd quarter of 2021
October 14, 2021		Interim Report on Business Performance (Fair Disclosure)		Provisional business performance for the 3rd quarter of 2021
October 14, 2021		Organization of Investor Relations Event		Notice disclosure for IR event
October 27, 2021		Report of Disclosure Revision Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 3rd quarter of 2021

 

23

October 27, 2021		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 3rd quarter of 2021
October 27, 2021		Interim Report on Business Performance (Fair Disclosure)		Provisional business performance for the 3rd quarter of 2021
October 27, 2021		Report of Disclosure Revision Forecast for Business Performance according to Consolidated Financial Statements (Fair Disclosure)		[Amendment] Provisional business performance for the 3rd quarter of 2021
October 27, 2021		Report of Disclosure Revision Forecast for Business Performance, etc. (Fair Disclosure)		[Amendment] Outlook of 2021 sales, etc.
November 9, 2021		Decision on Cash Dividends and Dividends in Kind		Decision on quarterly cash dividend
November 12, 2021		Adjustments of Conversion Price, Warrant Exercise Price or Exchange Price (Information Disclosure)		Adjustment of Exchange Price
December 3, 2021		Response to Request for Disclosure Inquiry (Rumors or Media Reports): Undetermined		Response to request for disclosure inquiries for press reports on conversion of POSCO to a holding company regime.
December 10, 2021		Organization of Investor Relations Event		Notice disclosure for IR event
December 10, 2021		Closure of Register of Shareholders or Designation of Record Date		Closure of Register of Shareholders or Designation of Record Date
December 10, 2021		Decision on Calling Shareholders’ Meeting		Resolution on GMoS convocation – Date and location
December 15, 2021		Decision on Split-off		Disclosure of decision on company’s Split-off plan
December 17, 2021		Closure of Register of Shareholders or Designation of Record Date		Record date notice for year-end dividend
January 10, 2022		Matters Related to Ad Hoc Public Disclosure Obligation (Fair Disclosure)		Guide to the shareholder-friendly policy to enhance shareholder value
January 13, 2022		Interim Report on Business Performance (Fair Disclosure)		Provisional business performance for the year 2021
January 13, 2022		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the year 2021
January 17, 2022		Organization of Investor Relations Event		Notice disclosure for IR event
March 4, 2022		Relocation of Head Office		Notice of relocation of Head Office
March 14, 2022		Submission of Audit Report		Submission of Audit Report
March 16, 2022		Decision on Closure of Shareholder’s Registry(Including Record Date) for Dividends		Record date notice for quarterly dividend
March 18, 2022		Outcome of Annual Shareholders’ Meeting		Result of Ordinary GMoS
March 18, 2022		Notice on Change of CEO		Changes of representative directors
April 15, 2022		Other Management Information(Voluntary Disclosure)		Receipt of examination result for report on the conversion of holding company
April 15, 2022		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 1st quarter of 2022
April 15, 2022		Organization of Investor Relations Event		Notice disclosure for IR event
April 25, 2022		Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)		(Consolidated basis) Provisional business performance for the 1st quarter of 2022
May 3, 2022		Submission of Annual Report or Other Documents Submitted to Overseas Exchange, etc.		Form 20-F submitted to the SEC
May 13, 2022		Decision on Cash Dividends and Dividends in Kind		Decision on quarterly cash dividend
May 13, 2022		Adjustments of Conversion Price, Warrant Exercise Price or Exchange Price (Information Disclosure)		Adjustment of Exchange Price

 

•  The company listed American Depositary Receipts on the New York Stock Exchange and under the rules of the U.S. Securities and Exchange Commission, we submit English public disclosures such as Form 20-F, Form 6-K, Form SD, etc.

 

24

4) Fair Disclosure

The company is actively utilizing the fair disclosure system to provide shareholders with sufficient information in a timely manner. In particular, fair disclosures and informative disclosures related to performance announcements are conducted on a regular basis in every quarter. The list of fair disclosures from January 1, 2020 to May 31, 2021 are as follows:

 

•

(Table 2-①-4) List of Fair Disclosures

 

Date of Disclosure		Disclosure Title		Contents
January 14, 2021		Organization of Investor Relations Event		The purpose, methods, summary of IR event
January 28, 2021		Outlook on business performance		Outlook on separate basis of revenue, crude steel production, product sales volume
January 28, 2021		Outlook on business performance on consolidated basis		Outlook on consolidated basis of revenue
January 28, 2021		Provisional business performance		Provisional revenue, operating profit, profit, etc. on separate basis
January 28, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit, profit, etc. on consolidated basis
March 26, 2021		Organization of Investor Relations Event		The purpose, methods, summary of IR event
April 12, 2021		Provisional business performance		Provisional revenue, operating profit on separate basis
April 12, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
April 12, 2021		Organization of Investor Relations Event		The purpose, methods, summary of IR event
April 26, 2021		Outlook on business performance		Outlook on separate basis of revenue, product sales volume
April 26, 2021		Outlook on business performance on consolidated basis		Outlook on consolidated basis of revenue
April 26, 2021		Provisional business performance		Provisional revenue, operating profit, profit, etc. on separate basis
April 26, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit, profit, etc. on consolidated basis
April 26, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
July 9, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
July 9, 2021		Provisional business performance		Provisional revenue, operating profit on separate basis
July 9, 2021		Organization of Investor Relations Event		The purpose, methods, summary of IR event
July 22, 2021		Outlook on business performance on consolidated basis		Outlook on consolidated basis of revenue
July 22, 2021		Outlook on business performance		Outlook on separate basis of revenue, crude steel production, product sales volume
July 22, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
July 22, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
July 22, 2021		Provisional business performance		Provisional revenue, operating profit on separate basis
October 13, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
October 13, 2021		Provisional business performance		Provisional revenue, operating profit on separate basis
October 13, 2021		Organization of Investor Relations Event		The purpose, methods, summary of IR event
October 25, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis

 

25

October 25, 2021		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
October 25, 2021		Provisional business performance		Provisional revenue, operating profit on separate basis
October 25, 2021		Outlook on business performance on consolidated basis		Outlook on consolidated basis of revenue
October 25, 2021		Outlook on business performance		Outlook on separate basis of revenue, crude steel production, product sales volume
December 10, 2021		Organization of Investor Relations Event		The purpose, methods, summary of IR event
January 12, 2022		Provisional business performance		Provisional revenue, operating profit on separate basis
January 12, 2022		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
January 14, 2022		Organization of Investor Relations Event		The purpose, methods, summary of IR event
January 25, 2022		Prior Notice on Disclosure of Final Earnings		Prior Notice on Disclosure of Earnings of FY2021
January 28, 2022		Outlook on business performance		Outlook on separate basis of revenue, crude steel production, product sales volume
January 28, 2022		Outlook on business performance on consolidated basis		Outlook on consolidated basis of revenue
January 28, 2022		Provisional business performance		Provisional revenue, operating profit on separate basis
January 28, 2022		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
February 3, 2022		Outlook on business performance		Outlook on separate basis of revenue, crude steel production, product sales volume
February 3, 2022		Outlook on business performance on consolidated basis		Outlook on consolidated basis of revenue
February 3, 2022		Provisional business performance		Provisional revenue, operating profit on separate basis
February 3, 2022		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
April 14, 2022		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis
April 14, 2022		Organization of Investor Relations Event		The purpose, methods, summary of IR event
April 25, 2022		Provisional business performance on consolidated basis		Provisional revenue, operating profit on consolidated basis

5) Unfaithful Disclosure Corporation

The company has not been designated as an unfaithful disclosure corporation from January 1, 2021 until May 31, 2022 and therefore, the table for the list of designation of unfaithful disclosure corporation and its details has been omitted.

 

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D. Provision of Corporate Information to Shareholders

As referred on C. Communication with Shareholders, the company provides company information including IR materials on its website and public disclosure websites such as DART(http://dart.fss.or.kr), KIND(http://kind.krx.co.kr), etc. fairly to all shareholders in a timely manner. In addition, as the company listed American Depositary Receipts(ADR) on the New York Stock Exchange(NYSE), we submit English disclosures to the EDGAR system (https://www.sec.gov/edgar) of the U.S. Securities and Exchange Commission(SEC). The company runs website with English and provides English translations of IR materials, independent auditors’ quarterly, interim review reports and annual audit reports thereby, giving a fair access to the corporate information to all of its shareholders, whether domestic or foreign.

 

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A. Corporate Control System related to Internal Transactions and Self-Transaction

In order to prevent internal transactions for the purpose of private profits by management or controlling shareholders, the company has prepared separate internal control related rules. First of all, the internal accounting management regulations are managed by the resolution of Audit Committee. And regarding transactions of funds, assets, and securities over certain amounts conducted by the company’s largest shareholder, including its related parties, and the company’s related parties are ruled to be resolved by the BoD.

The company established ESG Committee to deliberate and decide on large-scale internal transactions of from KRW 5 billion to less than KRW 100 billion, and in the case of large-scale internal transactions of from KRW 100 billion or more, the Committee conducts prior deliberation and it needs approval from the BoD. Please refer to ‘VI.3. Board of Directors(BoD)” for the details of internal transactions decided or deliberated by the ESG Committee.

Due to changes in the Special Committees at the GMoS held in March 2021, deliberation and resolution functions were transferred from Finance and Related Party Transactions Committee to ESG Committee.

In accordance with Article 542-9 of the Commercial Act, the company set a period and a limit for routine transactions such as purchase and sales transactions with affiliates and other related parties, and gets comprehensive approvals from the Board of Directors. On May 14, 2021, the 6th Board of Directors approved the total transaction limit for the year 2021’s transaction plans of steel product, raw materials, and scrap that is expected to exceed 5/100 of the total sales in 2020.

 

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In 2021, the Company did not provide credit grants to major shareholders, assets transfer or business transactions with major shareholders. The major transactions between the company and related parties (affiliated companies) are as follows.

<Reference : POSCO 2021 Business Report – X. Details of transactions with major shareholders, etc >

 

(in millions of Won)
Name of the Company		Sales and others(*1)								Purchase and others(*2)
		Sales				Others				Purchase of material				Purchase of fixed assets				Outsourced processing cost				Others
Subsidiaries(*3)
POSCO ENGINEERING & CONSTRUCTION CO.,LTD.			5,859				11,113				—				491,624				158				32,328
POSCO COATED & COLOR STEEL Co., Ltd.			695,451				2,602				—				—				39,014				627
POSCO ICT(*4)			1,605				4,996				—				324,275				46,037				181,221
eNtoB Corporation			14				—				381,633				65,254				115				25,242
POSCO CHEMICAL CO., LTD			318,808				31,917				462,013				14,358				298,431				3,724
POSCO ENERGY CO., LTD.			5,207				1,450				11,271				—				—				26,137
POSCO Mobility Solutions			807,925				—				—				—				45,758				914
POSCO INTERNATIONAL Corporation			9,750,636				54,331				1,299,561				—				988				8,968
POSCO Thainox Public Company Limited			309,295				—				—				—				—				69
POSCO Canada Ltd.			—				1,372				202,523				—				—				—
POSCO Asia Co., Ltd.			19,142				426				417				—				—				1,648
Qingdao Pohang Stainless Steel Co., Ltd.			188,470				8				—				—				—				83
POSCO JAPAN Co., Ltd.			1,613,634				1				27,937				1,726				—				4,894
POSCO-VIETNAM Co., Ltd.			441,758				975				—				—				—				46
POSCO MEXICO S.A. DE C.V.			460,773				548				—				—				—				1,494
POSCO Maharashtra Steel Private Limited			899,675				903				—				—				—				229
POSCO(Suzhou) Automotive Processing Center Co., Ltd.			161,808				—				—				—				—				2
POSCO VST CO., LTD.			201,517				—				—				—				—				20
POSCO INTERNATIONAL SINGAPORE PTE LTD.			—				1,453				1,704,193				—				—				—
POSCO ASSAN TST STEEL INDUSTRY			278,749				734				8				—				—				24
Others			1,337,458				56,161				220,000				63,116				276,202				153,677
Sub Total			17,497,784				168,990				4,309,556				960,353				706,703				441,347
Associates and joint ventures(*3)
SNNC			72,797				2,514				736,441				—				—				107
POSCO-SAMSUNG-Slovakia Processing Center			72,342				—				—				—				—				—
Roy Hill Holdings Pty Ltd			—				418,044				2,338,625				—				—				—
Others			37,410				63,298				107,637				—				—				49,741
Sub Total			182,549				483,856				3,182,703				—				—				49,848
Total			17,680,333				652,846				7,492,259				960,353				706,703				491,195

 

(*1)	Sales and others mainly consist of sales of steel products to subsidiaries, associates and joint ventures.

(*2)	Purchases and others mainly consist of subsidiaries’ purchases of construction services and purchases of raw materials to manufacture steel products.

(*3)	As of December 31, 2021, the company provided guarantees to related parties

(*4)	Others (purchase) mainly consist of service fees related to maintenance and repair of ERP System.

 

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As of December 31, 2021, the details of receivables and payables between the company and the related parties (affiliated companies) are as follows.

 

																		(in millions of Won)
Name of the Company		Receivables												Payables
		Trade accounts and notes receivable				Others				Total				Trade accounts and notes payable				Accounts payable				Others				Total
Subsidiaries
POSCO ENGINEERING & CONSTRUCTION CO.,LTD.			5,692				10				5,702				—				97,007				507				97,514
POSCO COATED & COLOR STEEL Co., Ltd.			95,001				—				95,001				—				154				5,082				5,236
POSCO ICT			221				3				224				3,736				155,064				27,562				186,362
eNtoB Corporation			—				—				—				1,683				23,851				—				25,534
POSCO CHEMICAL CO., LTD			35,895				3,664				39,559				12,969				57,498				17,990				88,457
POSCO ENERGY CO., LTD.			1,485				292				1,777				—				6,169				10,066				16,235
POSCO Mobility Solutions			133,608				—				133,608				71				2,232				5,104				7,407
POSCO INTERNATIONAL Corporation			1,279,463				4				1,279,467				4,831				483				502				5,816
POSCO Thainox Public Company Limited			54,804				—				54,804				—				—				—				—
Qingdao Pohang Stainless Steel Co., Ltd.			35,423				—				35,423				—				83				—				83
POSCO MEXICO S.A. DE C.V.			179,428				251				179,679				—				—				—				—
POSCO Maharashtra Steel Private Limited			530,693				1,048				531,741				—				—				—				—
POSCO INTERNATIONAL SINGAPORE PTE LTD			—				14				14				169,565				90				—				169,655
POSCO ASSAN TST STEEL INDUSTRY			220,481				951				221,432				—				—				—				—
Others			368,252				21,761				390,013				22,583				48,274				84,778				155,635
Sub Total			2,940,446				27,998				2,968,444				215,438				390,905				151,591				757,934
Associates and joint ventures
SNNC			420				65				485				52,396				—				—				52,396
Roy Hill Holdings Pty Ltd			—				34,356				34,356				436,774				—				—				436,774
FQM Australia Holdings Pty Ltd(*1)			—				181,122				181,122				—				—				—				—
Others			168,167				15,895				184,062				5,549				187				—				5,736
Sub Total			168,587				231,438				400,025				494,719				187				—				494,906
Total			3,109,033				259,436				3,368,469				710,157				391,092				151,591				1,252,840

 

(*1)	This includes a loan of 177,825 million won when investing in nickel mines in Australia in 2021

 

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A. Shareholder protection policy in the event of changes in corporate ownership structure or major business

POSCO declared the ‘POSCO Charter of Corporate Citizenship’ on July 25, 2019 and affirmed that under its management philosophy of ‘Corporate Citizenship : Building a Better Future Together’, will engage and communicate with all stakeholders including customers, employees and shareholders, and continually seek changes and innovation in pursuit of sustainability by ultimately creating greater value for the company. Accordingly, the company is implementing a shareholder protection policy that actively collects opinions of shareholders, including minor shareholders, through various communication channels such as homepage and representative phone. In addition, if a listed company decides at a general shareholders’ meeting to have a significant impact on shareholders’ interests, such as acquiring, merging, or transferring major business areas, shareholders who oppose the resolution can exercise their right to purchase shares at a predetermined price.

B. Change in governance structure or major business changes and shareholders protection during reporting fiscal year

Recently, on December 10, 2021, the company gathered BoD meeting to decide the vertical spin-off to transfer to a holding company structure. At the meeting, BoD approved the plan for the vertical spin-off, announcement for Special General Shareholders’ Meeting, and the date of the spin-off. Also on the same day of the BoD meeting, the company held a investor day to explain the plan to transfer into holding company structure to investors, including foreign, institutional, and minor shareholders.

Though the conference call was held towards major domestic and overseas institutional shareholders, the company uploaded the presentation material for the spin-off and Q&A of the investor day on the company website in order to help all the investors’ including minor investors understanding.

Prior to the Special Shareholders’ Meeting (Jan 28, 2022), to gain the approval for the vertical spin-off, the company held individual conference call led by the executive level to explain on the plan to both domestic and overseas investors (held 45 meetings, from Dec 13, 2021 to Jan 21, 2022) and heard the investors’ thoughts on the plan. Moreover, to actively engage with minor shareholders, the staff engaged personally on answering the inquiries raised on the company website and explained the agenda.

To prohibit the conflict of interest of existing shareholders and any harm in shareholders’ value by possible dual-listing after the spin-off, the company decided to keep the new company (steel) unlisted after the spin-off. To guarantee the decision, clauses related to listing as public or third-party offering were not included in the Articles of Incorporation of new company, POSCO, and included clauses stating that in case the new company desires to come public, it must win the recognition of the Shareholders’ Meeting of POSCO HOLDINGS (“existing company”). This was ensure the shareholders that the company is certain to keep the steel business unlisted. Not only steel, but also new growth businesses will remain unlisted, in case of a spin-off. Such decisions enabled the company to solely keep the growth value of unlisted subsidiaries in line with the shareholders’ value of the holding company, a form of an advanced global governance structure. The company has publicly disclosed the policy through CEO letter (Jan 5, 2022) uploaded on the website.

 

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The company also disclosed the progress of the mid-term strategy on 1Q22 earnings result material when announcing the vertical spin-off. By providing on-line streaming service of the earnings release conference call, the company levelled up the transparency of information to all shareholders.

This vertical spin-off is simple vertical spin-off that accord with the Article 530-2 or 530-12 of the Commercial Act, and therefore, appraisal right by a shareholder of dissident shareholders do not apply to the case.

If the major changes in business and corporate governance structure take place in the future, the company will actively utilize public filing, investor events, homepage disclosure, and letters, to help the investors, including the minor shareholders, to understand the decision and plans of the company. Moreover, we plan to actively listen to opinions of minor shareholders through diverse communication channels such as channels as company website, official IR email account and calls. The company will also try its best to protect the shareholders’ rights by maintaining the policy which is un-listing the newly spin-off companies.

 

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3. Board of Directors(BoD)

 

(Core Principle 3) Function of BoD   •  BoD needs to determine the company’s business goals and strategies for the benefit of the company and shareholders, and to effectively supervise the management.

 

(Sub-Principle 3-①) BoD needs to effectively perform business decision-makings and management supervision.

A. Operation Policy of BoD

The BoD of the company decides important matters of the company, such as setting business goals and core business strategies for the benefit of the company and shareholders in accordance with relevant laws and the Operational Regulations of the Board of Directors. And the concrete roles of the BoD are specified in the Article 38 (1) of the Articles of Incorporation and the Operational Regulations of the Board of Directors.

The BoD may establish Special Committee pursuant to the Article 38 and 45 of the Articles of Incorporation and delegate authority to the committee after determining scope of authority and operation. Details of the operation of the Special Committee except for the Audit Committee are separately determined by the Operational Regulations of the Board of Directors.

Other than BoD and Special Committees, strategic sessions are held in which Board members and major non-registered executive officers participate in order for BoD’s effective fulfillment of roles. There are also regular meetings centered on Outside Directors to collect opinions proactively on agendas of the BoD.

Each agenda is thoroughly reviewed before making decisions by the BoD and if necessary, opinions are collected through a pre-meeting report and reflected in the agenda. Also, regular visitations of major business sites are conducted to enhance understanding on businesses.

As of submission date of this report, the matters for the agenda of BoD and Special Committees are as follows.

 

•

(Table 3-①-1) Deliberation and Report Items for BoD and Special Committees

(As of December 31, 2021)

 

Board of Directors   (BoD)		[Deliberation Items]   1. GMoS   (1)   Convocation of GMoS (2)   Approval on statements of financial position, comprehensive income, changes in equity, cash flows and notes, statements of appropriation of retained earnings or statements of disposition of deficit and accompanying statements, and consolidated financial statements in every settlement term (3)   Approval of annual report (4)   Amendments on the Articles of Incorporation (5)   Retirement of shares (6)   Remuneration, retirement benefits of Directors (7)   Other agendas to be submitted to GMoS   2. Business   (1)   Establishment of business goals and core business strategies (mid and long-term business plans, annual operating objectives, business rationalization plans, etc.) (2)   Establish low-carbon policies related to the environment and climate change

 

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		(3)   a safety and health related plan (4)   Important CI establishment and modification (corporate philosophy, flag, badge, etc.) (5)   Group-level restructuring plans (6)   Yearly business plans (7)   Appointment of the Chairman of the BoD (8)   Recommendation of candidates for Inside Directors (9)   Appointment of the CEO and the Representative Director, appointment of Representative Directors among Inside Directors, and providing position of Inside Directors (10)  Management succession and management training plans (11)  Management evaluation and compensation plans (12)  Composition and operation plans for Special Committees under the BoD (13)  Determination on expert assistance for Directors (14)  Matters concerning the composition and operation of CEO Candidate Recommendation Committee and the Succession Council (15)  Enact, amend or repeal of the following company regulations A. Operational Regulations of the Board of Directors and Audit Committee   3. Investment and Finance   (1)   New external investments, capital increase or investment shares disposal of invested companies (KRW 100 billion or more, investment and capital increase includes borrowings and liabilities that the company takes) (2)   In-house investment plans (New establishment or expansion project of KRW 200 billion or more) (3)   Acquisition and disposal of tangible, intangible, fixed assets or important investment assets ( KRW 200 billion or more, based on book value per unit of invested assets) (4)   Deficit disposal (5)   Decision on appropriation of retained earnings (6)   Decision of new shares issuance (7)   Forfeited and odd-lot shares disposal (8)   Retirement of treasury stock for profit (9)   Decision to repurchase and dispose of treasury stock (10)  Transfer of reserve fund to equity (11)  Issuance of corporate bonds and important borrowings (long-term borrowings over KRW 100 billion) (12)  Issuance of convertible bonds (13)  Issuance of bond with warrant (14)  Donation (Over KRW 1 billion)   4. Others   (1)   Filing lawsuit or arbitration, responding to a court reconciliation or mediation, or taking other legal actions equivalent to KRW 100 billion or more. (2)   Transactions with the largest shareholder of the company (including its related parties) and with related parties as prescribed by the Commercial Act A. A single transaction size of one-hundredth or more of total assets or revenue as of the end of the latest fiscal year B. During the current fiscal year, the total current fiscal year transaction amount including transaction with specific persons or business entities becomes 5% or more of total assets or revenue as of the end of the latest fiscal year (However, it is excluded when it is ordinary transactions that the total amount of the transactions are approved and the transactions amounts occurred within the approved amount.) (3)   Transactions with related parties under the Monopoly Regulation and Fair Trade Act. A. Provision or transaction of funds such as provisional payments or loans, etc. (KRW 100 billion or more) B. Provision or transaction of shares or bonds of the company (KRW 100 billion or more) C. Provision or transaction of assets such as real estates or intangible property rights (KRW 100 billion or more) (4)   Appointment of transfer agent (5)   Decision on administration fees treatment for shares of the company (6)   Establishment, transfer or closure of branches (7)   Approval of transactions between Directors and the company (8)   Compliance officers appointment or dismissal, enactment or amendment of compliance standards

 

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		(9)   Other matters by laws or Articles of Incorporation, and matters submitted by Directors in relation to business execution   [Report Items]   1.  Result of matters delegated to Special Committees 2.  Important matters related to operation of invested companies 3.  Report the results of the compliance officer’s compliance checks 4.  Other important business execution matters
ESG Committee		1.  Review of low-carbon policies related to environment and climate change 2.  Prior deliberation on Safety and health plan 3.  Matters related to Operations of BoD and Special Committees A. Agenda development and establishment of operating standards of the BoD and Special Committees B. Prior deliberation on revision or repeal of the Operational Regulations of the Board of Directors C. Prior deliberation of the composition and operation of the Special Committees under the BoD 4.  ESG-related implementation monitoring and report publication 5.  Deliberation and resolution of donation from over KRW 100 million to KRW 1 billion and Prior deliberation of donation over KRW 1 billion 6.  Internal transactions under Monopoly Regulation and Fair Trade Act (The act of providing or trading funds, securities, or assets with related party as business counterpart or for related party) A. Review of internal transaction-related issues and improvement measures B. Prior deliberation on internal transaction (Amount KRW 100 billion or more) C. Deliberation and resolution of internal transactions (Amount from KRW 5 billion to less than KRW 100 billion) 7.  Appointment of Fair Trade Compliance Officer.
Director Candidate Recommendation Committee		1.  Qualification review of Outside Director candidates and recommendation to GMoS 2.  Preliminary review and qualification review of Inside Director candidates 3.  Prior deliberation on appointment of members of Special Committees 4.  Prior deliberation of appointment of Representative Directors other than the Representative Director and CEO 5.  Operation of Outside Director Candidate Recommendation Advisory Panel 6.  Other matters necessary for recommending candidates for Outside Directors
Evaluation and Compensation Committee		1.  Establishment of management succession and management training plan 2.  Establishment of plan for management evaluation and compensation, and execution 3.  Prior deliberation on remuneration and retirement allowance of Directors
Finance Committee		1.  Developing policies for soundness of company’s internal value and finance 2.  Prior deliberation in case of filing in litigation or arbitration, or responding to reconciliation or mediation in the process of trial or taking any equivalent level of legal actions with the amount of KRW 100 billion or more 3.  External Investments (Business units other than Steel) (1)   Prior deliberation on new external investments, capital increase or investment shares disposal of invested companies (KRW 100 billion or more. Investment and capital increase includes borrowings and liabilities that the company takes) (2)   Approval on new external investments, capital increase or investment shares disposal of invested companies (From KRW 10 billion or more to less than KRW 100 billion. Investment and capital increase includes borrowings and liabilities that the company takes.) 4.  Deliberation and resolution on bond issuance and important borrowings (including refinancing borrowings exceeding KRW 100 billion) 5.  Prior deliberation on bond issuance and important borrowings (new long-term borrowings exceeding KRW 100 billion) 6.  Deliberation and resolution on offering non-current assets as collateral 7.  Deliberation and resolution on takeover of debt such as collateral, guarantee, etc. from invested company (excluding the case involving steel investment).
Audit Committee		①   The matters to be submitted to the Committee are as follows. 1.  Setting the work scope of the committee 2.  Matters that the BoD or Representative Directors delegated 3.  Request for Extraordinary GMoS 4.  Consulting of external experts

 

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		5.  Audit of the legitimacy of management’s business execution 6.  Review soundness and validity of the company’s financial activities and the appropriateness of financial reporting 7.  Review the validity of important accounting standards or changes in accounting estimates 8.  Evaluation of the operation status of the internal accounting management system 9.  Evaluation of the internal control system 10.  Agreement on appointment or dismissal of internal audit department representative 11.  Contract for appointment, remuneration and non-audit services of independent auditors 12.  Evaluation of independent auditors’ audit activities 13.  Report internal audit department’s annual audit plan and results 14.  Report on the evaluation results of the company’s ethical compliance 15.  An independent auditor reports on important facts of the company’s Directors’ misconduct or in violation of laws or Articles of Incorporation 16.  Report that independent auditors have violated the company’s accounting standards 17.  Enactment, amendment or repeal of internal accounting management regulations 18.  Other items deemed necessary by each committee member
Executive Management Committee		1. Business   (1)   Position system, important matters related to human resource development and coordination (2)   Important matters about changing the work system and welfare (3)   New establishment plan for chair-professor (4)   Housing Policy Establishment (Housing fund support standard and plan for housing construction) (5)   Decision on closure of shareholders’ registry   2. Finance   (1)   Prior deliberation on in-house investment plan •  New establishment or expansion investment of KRW 200 billion or more (2)   Approval on in-house investment plan •  New establishment or expansion investment from KRW 10 billion or more to less than KRW 200 billion. •  Investment of KRW 10 billion or more other than new establishment or expansion (In case of ordinary investment, KRW 5 billion or more) (3)   Prior deliberation on new external investments, capital increase or investment shares disposal of invested companies in Steel Business Unit (KRW 100 billion or more. Investment or capital increase amount includes borrowings and liabilities that the company takes) (4)   Approval on new external investments, capital increase or investment shares disposal of invested companies in Steel Business Unit (Amount of KRW 10 billion or more to less than KRW 100 billion. Investment or capital increase amount includes borrowings and liabilities that the company takes) (5)   Acquisition or disposal of tangible, intangible, fixed or important investment assets from KRW 10 billion or more to less than KRW 200 billion (Based on book value per unit of invested assets) (6)   Technology application and technology sales contract approval of over USD 1 million (7)   Acquisition of debt such as guarantees for invested company’s collateral involving steel investments   3. Other matters that the Chairman deems necessary or deemed necessary by each committee member

As of May 31, 2022, due to the reorganization of the Special Committees at the GMoS held in March 2022, the agendas for BoD and Special Committees within the BoD are changed as follows.

 

•

Deliberation and Report Items for BoD and Special Committees

(As of May 31, 2022)

 

Board of Directors (BoD)		[Deliberation Items]   1. GMoS   (1)   Convocation of GMoS (2)   Approval on statements of financial position, comprehensive income, changes in equity, cash flows and notes, statements of appropriation of retained earnings or statements of disposition of deficit and accompanying statements, and consolidated financial statements in every settlement term

 

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		(3)   Approval of annual report (4)   Amendments on the Articles of Incorporation (5)   Retirement of shares (6)   Remuneration, retirement benefits of Directors (7)   Other agendas to be submitted to GMoS   2.  Business   (1)   Establishment of business goals and core business strategies (mid and long-term business plans, annual operating objectives, business rationalization plans, etc.) (2)   Important CI establishment and modification (corporate philosophy, flag, badge, etc.) (3)   Group-level restructuring plans (4)   Yearly business plans (5)   Appointment of the Chairman of the BoD (6)   Recommendation of candidates for Inside Directors (7)   Appointment of the CEO and the Representative Director, appointment of Representative Directors among Inside Directors, and providing position of Inside Directors (8)   Management succession and management training plans (9)   Management evaluation and compensation plans (10)  Composition and operation plans for Special Committees under the BoD (11)  Determination on expert assistance for Directors (12)  Matters concerning the composition and operation of CEO Candidate Recommendation Committee and the Succession Council (13)  Enact, amend or repeal of the following company regulations A. Operational Regulations of the Board of Directors and Audit Committee   3.  Investment and Finance   (1)   New external investments, capital increase or investment shares disposal of invested companies (KRW 100 billion or more, investment and capital increase includes borrowings and liabilities that the company takes) (2)   In-house investment plans (New establishment or expansion project of KRW 200 billion or more) (3)   Acquisition and disposal of tangible, intangible, fixed assets or important investment assets ( KRW 200 billion or more, based on book value per unit of invested assets) (4)   Deficit disposal (5)   Decision on appropriation of retained earnings (6)   Decision of new shares issuance (7)   Forfeited and odd-lot shares disposal (8)   Retirement of treasury stock for profit (9)   Decision to repurchase and dispose of treasury stock (10)  Transfer of reserve fund to equity (11)  Issuance of corporate bonds and important borrowings (long-term borrowings over KRW 100 billion) (12)  Issuance of convertible bonds (13)  Issuance of bond with warrant (14)  Donation (Over KRW 1 billion)   4.  Others   (1)   Filing lawsuit or arbitration, responding to a court reconciliation or mediation, or taking other legal actions equivalent to KRW 100 billion or more. (2)   Transactions with the largest shareholder of the company (including its related parties) and with related parties as prescribed by the Commercial Act A. A single transaction size of one-hundredth or more of total assets or revenue as of the end of the latest fiscal year B. During the current fiscal year, the total current fiscal year transaction amount including transaction with specific persons or business entities becomes 5% or more of total assets or revenue as of the end of the latest fiscal year (However, it is excluded when it is ordinary transactions that the total amount of the transactions are approved and the transactions amounts occurred within the approved amount.) (3)   Transactions with related parties under the Monopoly Regulation and Fair Trade Act. A. Provision or transaction of funds such as provisional payments or loans, etc. (KRW 100 billion or more) B. Provision or transaction of shares or bonds of the company (KRW 100 billion or more)

 

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		C. Provision or transaction of assets such as real estates or intangible property rights (KRW 100 billion or more) (4)   Appointment of transfer agent (5)   Decision on administration fees treatment for shares of the company (6)   Establishment, transfer or closure of branches (7)   Approval of transactions between Directors and the company (8)   Compliance officers appointment or dismissal, enactment or amendment of compliance standards (9)   Other matters by laws or Articles of Incorporation, and matters submitted by Directors in relation to business execution   [Report Items]   1.  Result of matters delegated to Special Committees 2.  Important matters related to operation of invested companies 3.  Report the results of the compliance officer’s compliance checks 4.  Other important business execution matters
ESG Committee		[Deliberation Items]   1.  Matters related to Operations of BoD and Special Committees A. Agenda development and establishment of operating standards of the BoD and Special Committees B. Prior deliberation on revision or repeal of the Operational Regulations of the Board of Directors C. Prior deliberation of the composition and operation of the Special Committees under the BoD 2.  ESG-related implementation monitoring and report publication 3.  Deliberation and resolution of donation from over KRW 100 million to KRW 1 billion and Prior deliberation of donation over KRW 1 billion 4.  Internal transactions under Monopoly Regulation and Fair Trade Act (The act of providing or trading funds, securities, or assets with related party as business counterpart or for related party) A. Review of internal transaction-related issues and improvement measures B. Prior deliberation on internal transaction (Amount KRW 100 billion or more) C. Deliberation and resolution of internal transactions (Amount from KRW 5 billion to less than KRW 100 billion) 5.  Appointment of Fair Trade Compliance Officer.   [Report Items]   1.  Major ESG issues of affiliates
Director Candidate Recommendation Committee		1.  Qualification review of Outside Director candidates and recommendation to GMoS 2.  Preliminary review and qualification review of Inside Director candidates 3.  Prior deliberation on appointment of members of Special Committees 4.  Prior deliberation of appointment of Representative Directors other than the Representative Director and CEO 5.  Operation of Outside Director Candidate Recommendation Advisory Panel 6.  Other matters necessary for recommending candidates for Outside Directors
Evaluation and Compensation Committee		1.  Establishment of management succession and management training plan 2.  Establishment of plan for management evaluation and compensation, and execution 3.  Prior deliberation on remuneration and retirement allowance of Directors
Finance Committee		1.  Developing policies for soundness of company’s internal value and finance 2.  Prior deliberation in case of filing in litigation or arbitration, or responding to reconciliation or mediation in the process of trial or taking any equivalent level of legal actions with the amount of KRW 100 billion or more 3.  Regarding investment activities (1)   Prior deliberation on new investments (KRW 100 billion or more. Investment and capital increase includes borrowings and liabilities that the company takes) (2)   Prior deliberation on existing external investments (KRW 200 billion or more. Investment and capital increase includes borrowings and liabilities that the company takes) (3)   Approval of new investments (more than KRW 50 billion and less than KRW 100 billion, Investment and capital increase includes borrowings and liabilities that the company takes) (4)   Approval of new investments (more than KRW 100 billion and less than KRW 200 billion, Investment and capital increase includes borrowings and liabilities that the company takes) (5)   Preliminary deliberation on the acquisition and disposal of tangible and intangible fixed assets and important investment assets (over 200 billion won, based on book value per unit of investment assets)

 

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		4.  Deliberation and resolution on bond issuance and important borrowings (including refinancing borrowings exceeding KRW 100 billion) 5.  Prior deliberation on bond issuance and important borrowings (new long-term borrowings exceeding KRW 100 billion) 6.  Deliberation and resolution on offering non-current assets as collateral 7.  Deliberation and resolution on takeover of debt such as collateral, guarantee, etc. from invested company (excluding the case involving steel investment).
Audit Committee		①   The matters to be submitted to the Committee are as follows. 1.  Setting the work scope of the committee 2.  Matters that the BoD or Representative Directors delegated 3.  Request for Extraordinary GMoS 4.  Consulting of external experts 5.  Audit of the legitimacy of management’s business execution 6.  Review soundness and validity of the company’s financial activities and the appropriateness of financial reporting 7.  Review the validity of important accounting standards or changes in accounting estimates 8.  Evaluation of the operation status of the internal accounting management system 9.  Evaluation of the internal control system 10.  Agreement on appointment or dismissal of internal audit department representative 11.  Contract for appointment, remuneration and non-audit services of independent auditors 12.  Evaluation of independent auditors’ audit activities 13.  Report internal audit department’s annual audit plan and results 14.  Report on the evaluation results of the company’s ethical compliance 15.  An independent auditor reports on important facts of the company’s Directors’ misconduct or in violation of laws or Articles of Incorporation 16.  Report that independent auditors have violated the company’s accounting standards 17.  Enactment, amendment or repeal of internal accounting management regulations 18.  Other items deemed necessary by each committee member

 

B.	Whether BoD effectively performs business decision-makings and business supervision

Our management performs responsible business practices based on expertise and reasonable decision-making and the BoD, centered with independent Outside Directors, supervises and advises the management. The initial plans such as strategic direction of the POSCO Group, business plans, etc. set out by the management, but after active discussions at the Board level, such as strategic sessions, meetings of Outside Directors, etc. opinions of the Directors are actively reflected.

In the BoD strategic session held in April 2021, “2021 Management Outlook”, “POSCO Safety Execution Strategy”, “Domestic and Foreign Investment Acceleration Strategy for Secondary Battery Material Business” were established. In the strategic session in November, “POSCO Group’s 2030 Growth Strategy”, “2030 Growth Roadmap and Mid-term Management Strategies” and “Management Plan for 2022” were reviewed before the resolution of the BoD in December.

In addition, at the Outside Director meetings held in June and October 2021, governance-related matters such as “Leadership Coaching and Information Exchange Program” and “CEO Candidate Training Program and Appointment Process” were discussed. Furthermore, key management matters such as the vertical spin-off plan were reviewed as well.

 

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(Sub-Principle 3-②) BoD needs to prepare Chief Executive Officer(CEO) succession policy (including appointment process as for contingency plan) and to improve and supplement them continuously.

A. The CEO Succession Policy

In accordance with Article 29 of the Articles of Incorporation, BoD decides candidates for CEO and CEO Candidate Recommendation Committee verifies eligibility of the candidates. After that, BoD recommends a candidate to the GMoS. After electing the candidate as an Inside Director at GMoS, BoD appoints the Director as Representative Director then the succession process of Representative Director and CEO is completed.

In the process above, the Succession Council identifies and proposes candidates to the BoD that meet qualifications set by the BoD in order for independent and transparent CEO appointment. Also, by conducting multi-faceted and in-depth qualification reviews of candidates, who are nominated by the BoD, from the CEO Candidate Recommendation Committee which is composed of all Outside Directors, the company operates management succession process with separation of roles and authorities between organizations. In particular, in May 2022, the Basic Qualification Requirements for CEO Candidates, which are the qualifications set by the Board of Directors, were newly established in order to block external influences in the process of succession and establish a fairer and more transparent succession process.

 

•

Basic qualification requirements for CEO candidates

 

•

Those who have participated “CEO Candidate Training Program of POSCO Group” or have experience in top management of global companies equivalent to major POSCO Group companies, and have a good business management sense while working in the front lines of the company until recently

 

•

In addition, candidates should have management expertise, leadership, and morality, share POSCO Group’s vision and values, and contribute to the creation of long-term values for shareholders and stakeholders.

 

•

However, those who are likely to hinder POSCO Group’s independent management, such as who might unfairly affect the board’s unique authority to appoint a CEO, are excluded from the candidate.

 

•

In addition to the above qualifications, specific qualifications to be considered according to other management conditions could be additionally determined by the Board of Directors.

The current succession policy is applicable in contingent situations, and in 2018, even in the sudden succession process, there was a case that the succession of the CEO was successfully completed according to the established policy. In addition, since the company has two Representative Directors, it is possible to conduct internal or external duties even when the Representative Director and the CEO is not able to conduct the roles.

In order to systematically train candidates for the top management, the company selects and manages key talents from executive officers and managerial level of employees in each major work areas since 2017. This is a year-round operation of selection-nurturing-evaluation, and every year, all core talents are re-evaluated, excluding those with low performance and competency development, and new talents are discovered so that the candidate group for CEO can be nurtured practically. In order to improve global management competency and leadership, the selected personnel are nurtured by performing major internal tasks, completing training at major institutions, and having 1:1 mentoring with external experts. In 2021, 30% of key talents were provided with various training programs, including AMP and Chief Executive Officer courses at outstanding universities, ESG leadership courses (ESG leadership courses, Global EnH top courses, ESG Academy, Safety and Health CEO courses), CTO curriculum, and 1:1 mentoring programs. (70% of the core talents joined those program for the past 3 years) By sharing the outcomes of CEO candidate training program leadership session between Outside Directors and CEOs, we aim to achieve smooth and fair succession process.

 

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A. Operation of Internal Control Policy

1) Risk Management

The Company spun off all business units, including those relating to the production and sale of steel and established POSCO (the “New Company”) as of March 1, 2022, and the Company shall survive such spin-off and change its trade name to POSCO HOLDINGS INC. (such surviving entity, the “Surviving Company”) and converted into a holding company within the meaning of the Monopoly Regulation and Fair Trade Act (the “FTL”).

As a holding company, the company operates a risk management system that checks various risks that may occur throughout the group’s management activities and reports monitoring results and countermeasures of some critical issues to the BoD. We classify risks into business risks, ESG risks and non-business risks, and perform practical risk reduction activities with the highest priority, such as managing each case by the related departments.

Business risk is managed by Corporate Strategy Team, Finance Team, and three teams in charge of Group’s main business : Steel Business Team, Green Infrastructure Team and Green Materials and Energy Team. The Corporate Strategy Team is in charge of Group’s strategy and investment related risks while Finance Team is in charge of financial risks such as exchange rates and funds. Three teams in charge of Group’s main business monitor risks related to the Group’s business operation. POSCO Research Institute monitors external risks such as industrial and financial market trends, changes in business conditions in global expansion areas, and strategies of competitors at all time. Monitoring results are regularly reported to relevant departments or distributed throughout the companies through Global Information Hub (GIH), the group information hub.

ESG risks are managed by ESG Team which established a group-level ESG issue response and management system to systematically manage and effectively respond to the requirements of internal and external stakeholders. Other risks such as ethics and compliance, which are non-business risks, are managed by a risk self-prevention system centered on the ethics management section under the ESG team and the legal team. Major reviews, countermeasures, and key ESG issues identified through risk management are regularly reported to the Board’s specialized committees (Finance Committee, Audit Committee, ESG Committee) and the Board of Directors. Risk monitoring results and countermeasures are regularly reported to the BoD’s Special Committees which are Finance Committee, Audit Committee, ESG Committee, and the BoD.

 

 

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2) Compliance Management

In order to check compliance with the compliance control standards, the company established and implemented the compliance control standards by the resolution of the BoD in May 2012 and established related internal regulations and has operated it since August 2017. We hire compliance officer with legal qualifications. The compliance officer monitors the legality of company management activities in accordance with the compliance control standards, and faithfully supports the company’s organizations and businesses through various compliance support activities such as departmental self-inspection through checklists and preemptive management of major risk areas, etc. The company discloses the details of the appointment and operation of compliance officers in the Business Report at the DART website operated by the Financial Supervisory Service, and the results of these activities are compulsorily reported to the BoD.

 

•

(Table 3-③-1) The Current Status of Compliance Officer

 

Name

Gender

Month and Year of Birth

Position

Responsibilities

Major Careers

Date of Appointment (Term)

Kim, Young- Jong

Male

September, 1966

Senior Executive Vice President

•  Head of Legal Team •  Compliance Officer

•  Hanyang University (Bachelor’s degree and Master’s degree) •  Director of the Anyang branch of Suwon District Prosecutors’ Office •  Representative lawyer of law firm, Homin

May 13, 2022 (3 years)

Lee, Sung- Wook

Male

October 1964

Senior Executive Vice President

•  Head of Legal Affairs Office •  Compliance Officer

•  Seoul National University (Bachelor’s degree) •  Chief prosecutor, Seoul High Prosecutor’s Office •  Chief prosecutor, Incheon District Prosecutor’s Office •  Lawyer, Law firm Taewon

January 30, 2019 (3 years)

 

•

(Table 3-③-2) Details of Major Activities of Compliance Officer, Etc. and the Results

 

Date		Main Checklist		Results of Inspection
February, 2021		Inspection of first-quarter interviews at operational sites to improve compliance support measures in safety		Overall good, some improvement needs are supplemented according to internal policies, etc.
March, 2021		Distribution of amended company safety regulations and general terms and conditions of cooperation contracts to establish disaster prevention processes
		Investigate the legal risks of group contracts and sanctions related to the Myanmar coup
April, 2021		Prepared the Industrial Safety and Health Act Guide and distributed to the company
May, 2021		Self-inspection of fair trade related departments in the first half of the year
		Conducted compliance about deals through agency

 

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Date		Main Checklist		Results of Inspection
		Providing education on relevant laws and regulations to improve compliance awareness in the field of industrial safety at the steel mill sites
June, 2021		Overseas subsidiaries fair trade and anti-corruption compliance check
July, 2021		Compliance check of subcontracting transactions related to logistics business
August, 2021		Review of health and safety management system of the company
		Compliance education for overseas office in the first half of the year
September, 2021		On-site inspection to prevent serious accidents
		Provide training session of HR and Industry Safety for executives working on-site
		Self-inspection of fair trade related departments in the second half of the year
		Overseas subsidiaries fair trade and anti-corruption compliance check
October, 2021		Compliance education of overseas office in the second half of the year
November, 2021		Monitored protection of company’s confidential business information
		Self-compliance of industry safety, environment, HR, trade secrets of related departments
		Evaluation of the CP certification system of fair trade for partner companies
December, 2021		Completion of verification of company’s safety and health management system and establishment of safety management system
		Inspection of compliance with the Mutual Cooperation Law on consignment transactions
		Overseas subsidiaries fair trade and anti-corruption compliance check

3) Internal Accounting Management

The company proactively adopted ICoFR(Internal Controls over Financial Report) in 2001, first introduced in the Republic of Korea. Since then, the company has improved the internal control through self-assessment every fiscal year. As listed on the New York Stock Exchange the company went through the audit with separate and consolidated scopes respectively, conducted by independent auditors under the Sarbanes-Oxley Act enforced in 2002. In order to enhance the effectiveness of the internal control, the company extends the coverage of the internal control across the POSCO Group.

 

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The Act on External Audit of Stock Companies, recently revised, states several measures to promote effectiveness of the internal accounting management system. In particular, as the audit level for the internal control has been upgraded from ‘review’ to ‘audit’, the company completely re-designed internal control activities accordingly. Following revised guidelines of internal control committee, the company established the department whose function is solely to review and support the company’s internal control, made amendments to the company’s existing guidelines and rules, developed education plans on the internal control, and improved the existing system in order for the compensation to be tied with the evaluation on the internal control.

The company evaluates the effectiveness of the internal control every fiscal year, Representatives of the company report the results to the GMoS, the BoD, and the Audit Committee. The company assesses the operation of the system in two parts – design assessment and operation assessment. In the design assessment, the company detects and takes preventive approach to errors and irregularities that might affect the financial statements. The company checks the adequacy and completeness. In the operation assessment, the company evaluates evidence with which it is proved that those who carry out each control activities have conducted their jobs in the same manner as what is described in the control statement. Any potential improvements found in the process of evaluation are referred to related personnel such as independent auditors, departments in charge, actual conductors of control activities and lead to practical enhancements.

4) Disclosure Information Management

The company established and operates guidelines for managing disclosure information, and informs related departments and subsidiaries on those matters. In addition, by operating review process, we review in advance whether it is necessary to disclose certain agendas that will be resolved at the BoD or at the Special Committees under the BoD. In the case of information that is deemed necessary for disclosure, the person in charge of disclosure will report it internally after reviewing accuracy of the information with the relevant departments. After review and approval by the head of the disclosure department and disclosure officer, the relevant contents are disclosed in a timely manner. In the case of regular reports such as Business Reports, internal control procedures such as confirmation and signatures by the heads of the departments responsible for disclosure contents and approval by the disclosure officer are established and followed.

 

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A. The Status of BoD Composition

According to the Article 27 of the Articles of Incorporation, the total number of Directors in the Board shall be at least 3 but no more than 13 Directors, of which 8 or fewer Outside Directors and 5 or fewer Inside Directors. Pursuant to Article 542-8 of the Commercial Act, listed companies with assets of KRW 2 trillion or more, which the company is applied, must have at least 3 Outside Directors, but the Outside Directors must be the majority of the total number of Directors. As of May 31, 2022, our BoD consists of 7 Outside Directors, 4 Inside Directors, and 1 Non-standing Director, and the Outside Directors are more than half of the total number of Directors which meets the legal requirements of the Commercial Act, as well as effectively executes management supervisory functions and independent decision-makings.

In addition, there are Special Committees under the BoD, and each Special Committee consists of more than half of Outside Directors, with Inside Directors who have experience and expertise in each field in order to share the work, thereby securing efficiency and expertise of the BoD. The term of office of Outside Directors is as below and it is set in order to ensure continuity of the Board of Directors’ business performance.

 

•

(Table 4-①-1) The term of office of each outside director as of May 31, 2022

 

Name of Outside Director		Term of Office (Date of Appointment)
Kim, Sung-Jin (Chairman)		March 12, 2021~ GMoS of March 2024 (March 9, 2018)
Chang, Seung-Wha		March 27, 2020~ GMoS of March 2023 (March 10, 2017)
Park, Heui-Jae		March 18, 2022~ GMoS of March 2025(March 15, 2019)
Yoo, Young-Sook		March 12, 2021~ GMoS of March 2024 (March 12, 2021)
Kwon, Tae-Kyun		March 12, 2021~ GMoS of March 2024 (March 12, 2021)
Yoo, Jin-Nyong		March 18, 2022~ GMoS of March 2025(March 18, 2022)
Sohn, Sung-Kyu		March 18, 2022~ GMoS of March 2025(March 18, 2022)

Since 2006, Chairman of the BoD has been appointed among Outside Directors, separately from Representative Director and CEO, by the resolution of the BoD and the Outside Director Kim, Sung-Jin was appointed as the Chairman of the BoD in the Board meeting held on March 18, 2022. The organization chart, including the BoD, the Special Committees under the Board, the supporting departments, composition of the BoD, and composition of the Special Committees under the BoD are as follows.

 

45

•

(Table 4-①-2) The BoD related Organizational Chart as of May 31, 2022

 

 

46

•

(Table 4-①-3) Composition of BoD as of May 31, 2022

 

Inside/ Outside Director

Name

Gender (Age)

Title

Date of Appointment1)

End of Term

Specialty

Major Careers

Inside

Choi, Jeong- Woo

Male (65)

Representative Director and CEO,

July 27, 2018

Date of GMoS 2024

Strategy. Finance and Accounting, Audit, Group Business Management

•  POSCO HOLDINGS, Representative Director and CEO (March 2022 ~ Present) •  POSCO, Representative Director and CEO (July 2018 ~ March 2022) •  POSCO CHEMTECH, Representative Director and President (March 2018 ~ July 2018) •  POSCO, Representative Director and President (Head of Corporate Strategy & Finance Center, March 2017 ~ March 2018) •  POSCO, Senior Executive Vice President (Head of Corporate Strategy & Finance Center, July 2015 ~ March 2017) •  POSCO DAEWOO Corporation (Head of Planning and Finance Division, March 2014 ~ July 2015) •  POSCO, Executive Vice President (Head of Corporate Audit Office, March 2012 ~ March 2014) •  Pusan National University, Bachelor’s degree in Economics(1983)

Inside

Chon, Jung-Son

Male (59)

Head of Corporate Strategy Team, Chief Head of Green Infra Business Team, Finance Team, IR Team (Representative Director & President), member of Finance Committee,

March 9, 2018

Date of GMoS 2023

Finance/ Accounting, Strategy/Investment, Group Business Management, Raw Materials Procurement

•  Representative Director & President, POSCO HOLDINGS (Chief Head of Green Infra Business Team, Finance Team, IR Team) •  POSCO, Representative Director and Senior Executive Vice President (Head of Global & Infra Business Unit and Head of Corporate Strategy & Planning Division, March 2022~February 2022) •  POSCO, Inside Director and Senior Executive Vice President (Head of Global & Infra Business Unit, March 2020~March 2021) •  POSCO, Inside Director and Senior Executive Vice President (Head of Corporate Strategy & Planning Division, January 2019~March 2020) •  POSCO, Inside Director and Senior Executive Vice President (Head of Corporate Strategy & Finance Center, March 2018 ~ January 2019) •  POSCO COATED & COLOR STEEL, Representative Director and President (February 2017 ~ February 2018) •  POSCO, Executive Vice President (Head of Corporate Strategy Department, February 2016 ~ February 2017) •  POSCO, Senior Vice President (Strategy Member, March 2014 ~ February 2016) •  POSCO, Senior Vice President (Head of Raw Materials Procurement Dept., March 2012 ~ March 2014) •  Korea University, B.A. in Law (1985)

 

47

Inside

Chung, Chang-Hwa

Male (60)

Head of POSCO N.EX.T Hub

March 12, 2021

Date of GMoS 2023

Public Relations, External cooperation, New technology

•  Inside Director & Senior Executive Vice President, Head of POSCO N.EX.T Hub, POSCO HOLDINGS (March 2022 ~ Present) •  POSCO, Inside Director and Senior Executive Vice President (Head of New Growth Business Unit, April 2021~February 2022) •  POSCO, Inside Director and Senior Executive Vice President (Head of Management Support Division, March 2021 ~ April 2021)

•  POSCO, Senior Executive Vice President (Head of Management Support Division, January 2020 ~ March 2021) •  POSCO, Executive Vice President~Senior Executive Vice President (Managing Director, POSCO-China (February 2017~January 2020) •  POSCO, Executive Vice President (Head of Public Relations Department, July 2015~February 2017) •  POSCO E&C, Executive Vice President (Head of CR Center, February 2015 ~ July 2015) •  POSCO, Senior Vice President (Head of Public Relation Department, March 2012~February 2015) •  Ph.D. Candidate in Economics at Northwestern University (1996)

Inside

Yoo, Byeong-Og

Male (60)

Head of Green Materials & Energy Business Team, Member of ESG commitee

March 18, 2022

Date of GMoS 2023

Steel technology, Procurement, New business

•  Senior Executive Vice President, POSCO HOLDINGS (Head of Green Materials & Energy Business Team, March 2022 ~ Present) •  Senior Executive Vice President, Head of Industrial Gasses & Hydrogen Business Unit, POSCO (January 2021 ~ February 2022) •  Senior Executive Vice President, Head of Purchasing and Investment Division, POSCO (January 2019 ~ January 2021) •  Executive Vice President, Head of Corporate Strategy Department, POSCO (February 2017 ~ January 2019) •  Senior Vice President, Head of Raw Materials Department, POSCO (February 2017 ~ January 2019) •  Master of Management of Technology, POSTECH (2008)

 

48

Non-standing Director

Kim, Hag-Dong

Male (62)

—

March 18, 2022

Date of GMoS 2023

Steel Manufacturing /Technology

•  Representative Director & Vice Chairman, POSCO (January 2022 ~ Present) •  POSCO, Representative Director and President(Head of Steel Business Unit and Head of Steel Production & Technology Division, March 2021 ~ January 2022) •  POSCO, Inside Director and President (Head of Steel Business Unit, January 2021~March 2021) •  POSCO, Inside Director and Senior Executive Vice President (Head of Steel Production & Technology Division, March 2019~January 2021) •  POSCO, Senior Executive Vice President (Head of Steel Production Division, January 2019~March 2019) •  POSCO, Senior Executive Vice President (Head of Gwangyang Works, February 2017~January 2019) •  POSCO, Senior Executive Vice President (Head of Pohang Works, March 2015~February 2017) •  SNNC, Senior Executive Vice President and Representative Director (March 2013~February 2015) •  POSCO, Senior Vice President (Deputy Head of Gwangyang Works, Iron & Steel Making, February 2010~March 2013) •  Carnegie Mellon University, Master’s degree in Materials Science Engineering (1997)

Outside

Kim, Sung-Jin

Male (73)

Chairman of BoD Member of ESG Committee, Member of Audit Committee,

March 9, 2018

Date of GMoS 2024

Industries (small and medium business/ industry policies)

•  Adjunct Professor, Dept. of Economics, Seoul National University (2011~Present) •  Minister of Maritime Affairs and Fisheries (2006~2007) •  Administrator of the Small and Medium Business Administration (2004~2006) •  M.A. and Ph.D. in Economics, Kansas State University (1991)

Outside

Chang, Seung-Wha

Male (58)

Chairman of Evaluation and Compensation Committee, Member of Director Candidate Recommendation Committee

March 10, 2017

Date of GMoS 2023

Law (Previously Judge/ International trade affairs)

•  Seoul National University Law Professor (1995~Present) •  Chairman, Korean Trade Commission (November 2019~Present) •  Dean, Seoul National University School of Law (June 2018~May 2020) •  The World Trade Organization, Appellate Body Member (May 2012~September 2016) •  Arbitrator of International Court of Arbitration (2000~2013) •  Ph.D. in Law, Harvard University (1994)

 

49

Outside

Pahk, Heui-Jae

Male (61)

Chairman of Finance Committee, Member of Evaluation and Compensation Committee

March 15, 2019

Date of GMoS 2025

Industries (New business/ venture)

•  Professor, Mechanical & Aerospace Engineering, Seoul National University (March 1993~Present) •  President, Korea Association of Industrial Tech. Security (February 2017~Present) •  President, Office of Strategic R&D Plan, MOTIE (April 2013~April 2016) •  Founder and CEO, SNU Precision CO., LTD. (February 1998~December 2016) •  Ph.D. in Mechanical Engineering, Manchester University (1990) •  Higher Doctorate in Engineering, Manchester University (2019)

Outside

Yoo, Young-Sook

Female (66)

Chairman of ESG Committee, Member of Evaluation and Compensation Committee, Member of Finance Committee

March 12, 2021

Date of GMoS 2024

Academia (Environment)

•  Principal Research Scientist, Korea Institute of Science and Technology(KIST) (March 1994~Present) •  Chairperson of the Board(non-permanent), Climate Change Center (January 2020~Present) •  Co-President, Climate Change Center (February 2014~January 2020) •  Minister, Ministry of Environment (June 2011~March 2013) •  Ph.D. in Biochem. & Biophysics Dept. at Oregon State University (1986)

Outside

Kwon, Tae-Kyun

Male (66)

Chairman of of Director Candidate Recommendation Committee, Member of ESG Committee, Member of Finance Committee

March 12, 2021

Date of GMoS 2024

Finance (Finance/ International investment)

•  Senior Advisor (non-permanent), Yulchon LLC. (December 2015~June 2021) •  Ambassador, Korea to the United Arab Emirates (June 2010~June 2013) •  Chief Administrator, Public Procurement Service (January 2009~April 2010) •  Head of Trade and Investment Office, Ministry of Knowledge Economy (March 2008~December 2008) •  Deputy Minister for Free Economic Zone Planning, MOFE (March 2007~March 2008) •  Commissioner, Korea Financial Intelligence Unit, MOFE (October 2006~March 2007) •  Economic Councilor, OECD Representative (2001~July 2004) •  Ph.D. in International Finance at Chung-Ang University (2007)

Outside

Yoo, Jin-Nyong

Male (64)

Member of Director Candidate Recommendation Committee, Member of Audit Committee

March 18, 2022

Date of GMoS 2025

Industries (New technology development)

•  CEO, Angel 6+ (2019~Present) •  CTO and President, LG Chem (2017~2018) •  President & Head, Research Park, LG Chem (2014~2016) •  EVP & Head, Research Park, LG Chem (2005~2013) •  Ph.D. in Polymer Engineering at Lehigh University (1990)

 

50

Outside

Sohn, Sung-Kyu

Male (62)

Chairman of Audit Committee, Member of Evaluation and Compensation Committee Evaluation and Compensation Committee

March 18, 2022

Date of GMoS 2025

Accounting (Academia)

•  Professor, School of Business, Yonsei University (1993~Present) •  President, Korean Accounting Association (2016~2017) •  Distinguished Professor, Samil (2013~2015) •  Non-standing commissioner, Securities and Futures Commission, South Korea (2010~2013) •  Non-standing member, Korea Accounting Standards Board (2008~2010) •  Ph.D. in Business Management at Northwestern University (1992)

 

1)	In case of re-appointment, the date of initial appointment is stated.

 

•

(Table 4-①-4) The Composition of Special Committees under BoD as of May 31, 2022

 

Special Committees

Composition

Major Roles

Title

Inside /Outside Director

Name

Gender

Other Positions1)

ESG Committee (4 members) (A)

Chairman

Outside

Yoo, Young-Sook

Feale

C,D

•  Review of low-carbon policies related to environment and climate change •  Prior deliberation on the safety and health plan •  Matters concerning the operation of BoD and Special Committees •  Prior deliberation and approval of insider trading under the Monopoly Regulation and Fair Trade Act

Member

Outside

Kim, Sung-Jin

Male

E

Member

Outside

Kwon, Tae-Kyun

Male

B,D

Member

Inside

Yoo, Byeong-Og

Male

—

Director Candidate Recommendation Committee (3 members) (B)

Chairman

Outside

Kwon, Tae-Kyun

Male

A, D

•  Qualification screening of candidates for Outside Director and recommendation to GMoS •  Operation of the Outside Director Candidate Recommendation Advisory Group, etc.

Member

Outside

Chang, Seung-Wha

Male

C

Member

Outside

Yoo, Jin-Nyong

Male

E

Evaluation and Compensation Committee (4 members) (C)

Chairman

Outside

Chang, Seung-Wha

Male

B

•  Matters related to management evaluation, compensation plan establishment and execution •  Prior deliberation on matters concerning remuneration and severance pay of directors, etc.

Member

Outside

Pahk, Heui-Jae

Male

D

Member

Outside

Yoo, Young-Sook

Female

A,D

Member

Outside

Sohn, Sung-Kyu

Male

E

Finance Committee (4 members) (D)

Chairman

Outside

Pahk, Heui-Jae

Male

C

•  Pre-deliberation and approval of new and existing investment •  Preliminary deliberation and resolution on the recruitment of bonds and important borrowing of funds

Member

Outside

Yoo, Young-Sook

Female

A,C

Member

Outside

Kwon, Tae-Kyun

Male

A,B

Member

Inside

Chon, Jung-Son

Male

—

Audit Committee (3 members) (E)

Chairman

Outside

Sohn, Sung-Kyu

Male

C

•  Legitimacy audit on management’s business execution •  Review soundness and feasibility of the company’s financial activities and adequacy of financial reporting •  Evaluation on operation status of the internal accounting management system, etc.

Member

Outside

Kim, Sung-Jin

Male

A

Member

Outside

Yoo, Jin-Nyong

Male

B

 

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