Governance(G)

POSCO DX will take the lead in ensuring the company’s continued growth and protecting the rights and interests of stakeholders.

Board of Directors

POSCO DX strives to build an advanced governance system that harmonizes checks and balances between the Board of Directors and professional management. POSCO DX will create a sustainable future based on transparent and ethical corporate governance.

Governance charter Articles of Association Board of Directors Operating Regulations
Board of Directors Operations

To ensure that the Board of Directors can objecrively oversee the company’s business operations, POSCO DX supports rational management decision-making by employing talents with professional knowledge & practical experience in various fields to be board of director members, and concurrently strengthens internal checks on management activities through external directors with proven independence.

Election of directors
STEP 1 Director Nomination
Advisory Group

Find and suggest candidates

STEP 2 Recommend director
candidates

Conduct qualification process and nominate candidates

STEP 3 Disclose recommended
candidates

Introduce candidates

STEP 4 4General meeting of shareholders

Elect directors

Members of the Board of Directors

  • Inside Director

    Jung Duk-kyoon photo
    Jung Duk-kyoon

    CEO, Chairman of the Board

    Initial appointment
    2021. 3. 15
    Term
    2024. 3 ~ 2025. 3
    Expertise

    President of POSCO DX

    Former head of Information Planning Office, POSCO

    Former head of Smart IT Business Office, POSCO DX

  • Inside Director

    Her Jong-yeol photo
    Her Jong-yeol
    Initial appointment
    2023. 3. 20
    Term
    2024. 3 ~ 2025. 3
    Expertise

    Head of Business Planning Office, POSCO DX

    Former head of Finance Team, POSCO Holdings

    Former head of Financial Strategy Group, Business Strategy Office, POSCO

  • Other Outside Director Not Engaged in Regular Business

    Kim Ki-soo photo
    Kim Ki-soo
    Initial appointment
    2024. 3. 25
    Term
    2024. 3 ~ 2025. 3
    Expertise

    CTO and Head of New Experience of Technology Hub, POSCO Holdings

    Former head of Technical Research Laboratories

    Former head of Steel Manufacturing Process R&D Center

  • Outside Director

    Kim Ho-won photo
    Kim Ho-won
    Initial appointment
    2022. 3. 21
    Term
    2024. 3 ~ 2026. 3
    Expertise

    Chairman of Korea Association of Technology Commercialization

    Former Commissioner of the Korean Intellectual Property Office

    Former head of Administration Affairs Team II, Prime Minister's Office

  • Outside Director

    Ahn Jeong-ok photo
    Ahn Jeong-ok
    Initial appointment
    2024. 3. 25
    Term
    2024. 3 ~ 2026. 3
    Expertise

    Former business representative President of SKC&C

    Former Head of DT Technology Department, SKC&C

    Former director of Battery Planning, SK Innovation

  • As of the end of March 2024, the POSCO DX Board of Directors consists of two executive directors, one non-executive director, and two external directors. A total of five directors undertake management decision-making and management supervision functions.
  • CFO, the internal accounting manager, participates in the Board of Directors as an internal director, strengthening the effectiveness of the internal accounting management system & the transparency of the governance structure.
  • Meanwhile, given changes in the business environment, the CEO also serves as Chairman of the Board of Directors to enhance business expertise.
Main roles of the Board of Directors
Establishing business strategies and monitoring business performance
  • Discussion for mid- to long-term and annual business plan & budget approval
  • Deliberations on important internal & external investments
The appointment, evaluation, development and compensation of the Management
  • Nominate inside directors and elect CEO from inside directors.
  • Determining remuneration and incentive bonuses for directors, auditors, & unregistered executives
Other resolutions according to laws and regulations and Articles of Association
  • Decisions on interim dividends, purchase & disposal of treasury stock shares.
  • Establishment and revision of the Internal Accounting Management Policy, and appointment and dismissal of the Fair-Trade Compliance Officer.
  • Plans related to health and safety, etc.
Status of committees within the board of directors -ESG Committee

POSCO DX established the ESG Committee in December 2023 to systematically respond to important ESG issues. The ESG Committee actively deliberates and makes resolutions on specific issues and activities in each field of environment, society, and governance, and seeks to continuously expand its role.

Committee Status Table (Chairman, Composition, Role, Major activities)
Chairman Kim Ho-won, External Director
Composition
  • 2 external directors (Director Kim Ho-won & Director Ahn Jeong-ok)
  • / 1 internal director (Director Her Jong-yeol)
Role
  • As the highest deliberation body related to ESG management, establishes basic policies & strategies in the ESG field, such as environmental, safety, corporate social responsibilities, customer value, shareholder value, governance structure, etc., and deliberates mid- to long-term goals, etc.
Major activities
2023.12.27

lection of ESG Committee Chairperson

ESG Performance in 2023 and Key Promotion Directions in 2024

2024.03.25
Election of ESG Committee Chairperson
2024.04.23

Approval of 2024 Environmental Management Propulsion Plan

Approval of Human Rights Management Policy

2024.06.24
Publication of 2023 Sustainability Management Report and Materiality Assessment Results
Resolutions made by BOD

The Board of Directors is convened in the form of regular Board of Directors meetings, held 7 time a year and ad hoc Board of Directors meetings held on occasion when other resolutions or reports surface. Details of the Board of Directors' main activities are disclosed through business reports.

Resolutions made by BOD
Meeting Session Date Held Bill Content Voting Result Attendance Rate
1st session 2023.02.01.
  • Granted key positions to unregistered executives
  • Approval of the 34th business report & financial statements
  • Approval of short-term borrowing limit for 2023
  • Dismissed and appointed fair trade compliance manager
  • Dismissed and appointed compliance officer
 Passed 4/4
2nd session 2023.02.17.
  • Partial amendment to the company’s Articles of Incorporation
  • Convened the 34th regular shareholders' meeting and approval of agenda items & reports
  • Approval of plan for safety & health in 2023
 Passed 4/4
3rd session 2023.03.20.
  • Appointed the CEO
  • Decided on an acting substitute in the event of the absence of CEO & Chairman of the Board of Directors
  • Adjusted remuneration standards for directors & unregistered executives
  • Disposal of treasury stock shares for executive stock
  • compensation in 2022
 Passed 4/4
4th session 2023.06.23.
  • Social contribution donation
  • Contribution to the corporate labor welfare fund
  • Established a Canada-based branch
  • Pursued bond repayment and write-off claims for Yongin Yeokbuk 2nd Residence Project
 Passed 4/4
5th session 2023.08.23.
  • Approval of conditional delisting from the KOSDAQ market and transfer to the publicly traded stock market
  • Convened an extraordinary general meeting of shareholders and approval of agenda items to be submitted to the extraordinary general meeting of shareholders
  • Sale of equity holdings of the Brazil-based affiliate
  • Social contribution donation
 Passed 4/4
6th session 2023.10.25.
  • Convened an extraordinary general meeting of shareholders and approval of agenda items to be discussed at the extraordinary general meeting of shareholders
  • Revision to the Board of Directors operating regulations
 Passed 4/4
7th session 2023.11.21.

Partial amendment to the company’s Articles of Incorporation

 Passed 4/4
8th session 2023.12.13.
  • Approval of delisting from the KOSDAQ market and transfer to the publicly traded stock market
  • Social contribution donation
 Passed 4/4
9th session 2023.12.27.
  • Approval of the 2024 management plan
  • Revision to the Board of Directors operating regulations
  • Established the ESG Committee under the Board of Directors, appointed members, and established operating regulations
  • Paid-for cash contribution to the Employee Stock Ownership Association
 Passed 4/4

Period: 2023.1.1. ~ 12.31

Stronger Shareholder Protection

Electronic Voting System was introduced from the 30th Annual General Meeting of Shareholders to facilitate shareholders' exercise of voting rights and improve transparency (March 2019). Business Report and Auditor's Report are disclosed electronically at least one week before the date of the general shareholders' meeting and are available at the head office and each branch office.

  • Status of voting rights at general shareholders' meeting (35th regular general shareholders' meeting, March 25, 2024)
  • Total number of shares issued: 152,034,729 shares
  • Number of shares with voting rights: 151,822,519 shares

(Unit: Shares)

35th Regular General Meeting of Shareholders Resolution Table (Agenda, Meeting Purpose, Resolution Type, Result of voting, Voting shares Exercised (A), Votes for (B) (Percentage, %), Votes against & abstained (C) (Percentage, %))
Agenda Meeting Purpose Resolution Type Result of voting Voting shares Exercised (A) Votes for (B) (Percentage, %) Votes against & abstained (C) (Percentage, %)
Shares Percentage Shares Percentage
Bill No. 1 Approval of the 35th financial statements Ordinary Passed 110,782,019 109,876,890 99.2% 905,129 0.8%
Bill No. 2 Bill No. 2-1 Appointment of Executive Director Jung Duk-kyoon Ordinary Passed 110,782,019 109,744,866 99.1% 1,037,153 0.9%
Bill No. 2-2 Appointment of internal director Her Jong-yeol Ordinary Passed 110,782,019 110,463,418 99.7% 318,601 0.3%
Bill No. 2-3 Appointment of Kim Ki-soo as other non-executive director Ordinary Passed 110,782,019 110,524,397 99.8% 257,622 0.2%
Bill No. 2-4 Appointment of Outside Director Kim Ho-won Ordinary Passed 110,782,019 109,911,022 99.2% 870,997 0.8%
Bill No. 2-5 Appointment of Outside Director Ahn Jeong-og Ordinary Passed 110,782,019 110,658,483 99.9% 123,536 0.1%
Bill No. 3 Appointment of auditor Kim Gun-yeok Ordinary Passed 15,933,412 10,501,908 65.9% 5,431,504 34.1%
Bill No. 4 Approval of director remuneration limit Ordinary Passed 110,782,019 110,705,451 99.9% 76,568 0.1%
Bill No. 5 Approval of audit fee limit Ordinary Passed 110,782,019 106,751,654 96.4% 4,030,365 3.6%

* Attendance rate excluding the largest shareholder & specially related parties: 9.2% (10,171,655 shares, 110,782,019 shares)