Governance

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Governance

Governance

POSCO DX strives to build an advanced governance system that harmonizes checks and balances between the Board of Directors and professional management.

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.

Details on voting rights exercised at general shareholders’ meeting
(34th session held on March 20, 2023)

Total shares outstanding: 152,034,729
Total voting shares: 151,807,517
Voting shares exercised (A) = votes for (B) + votes against & abstained (C)
Percentage of votes for (%) = (B/A) x 100
Percentage of votes against & abstained (%) = (C/A) x 100
The percentage of voting shares exercised, excluding the largest shareholder and affiliated persons: 3.64% (3,754,584 shares / 103,157,866 shares)

34th session held
Agenda		Proposal	Resolution Type	Result of voting	Voting shares Exercised (A)	Votes for (B) (Percentage, %)		Votes against & abstained (C) (Percentage, %)
Agenda		Proposal	Resolution Type	Result of voting	Voting shares Exercised (A)	Shares	Percentage	Shares	Percentage
Item #1		Approval of 43th financial statements	Ordinary	Passed	103,157,866	102,805,644	99.7%	352,222	0.3%
Item #2	2-1	Change of company name in Articles of Association	Ordinary	Passed	103,157,866	103,104,136	99.9%	53,730	0.1%
	2-2	Change of purpose business in Articles of Association	Ordinary	Passed	103,157,866	103,106,236	99.9%	51,630	0.1%
	2-3	Change of the Board of Directors in Articles of Association	Ordinary	Passed	103,157,866	103,062,520	99.9%	95,346	0.1%
	2-4	Change of dividends in Articles of Association	Ordinary	Passed	103,157,866	103,087,199	99.9%	70,667	0.1%
Item #3	3-1	Election of Jeong Deok-kyun as inside director	Ordinary	Passed	103,157,866	102,565,138	99.4%	592,728	0.6%
	3-2	Election of Heo Jong-yeol as inside director	Ordinary	Passed	103,157,866	102,818,637	99.7%	339,229	0.3%
	3-3	Election of Kim Ji-yong as other director not engaged in regular business	Ordinary	Passed	103,157,866	102,615,824	99.5%	542,042	0.5%
Item #4		Approval of the upper cap of remuneration of directors	Ordinary	Passed	103,157,866	102,985,987	99.8%	171,879	0.2%
Item #5		Approval of the upper cap of remuneration of auditors	Ordinary	Passed	103,157,866	99,760,560	96.7%	3,397,306	3.3%

Transparent and Balanced Operation of the Board of Directors

The Board of Directors consists of 4 members (2 inside directors, 1 other director not engaged in regular business, and 1 outside director).
Directors are appointed by the general meeting of shareholders, and candidates are reviewed to ensure that they do not fall under any of the disqualifications set forth in the Commercial Act and its enforcement decree and are finally recommended to the shareholders' meeting.
In principle, regular board meetings are held in February, March, April, June, August, October, and December, and the main activities of the Board of Directors are disclosed through Business Report.

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 General meeting of shareholders

Elect directors

Main roles of the Board of Directors

Establishing key business strategies and monitoring business performance

Discuss matters to establish business strategies and annual business plans.
Deliberate on major internal and external investment and restructuring plans.

The appointment, evaluation, development and compensation of the Management

Nominate inside directors and elect CEO from inside directors.
Plan the evaluation and compensation of the management, and determine the remuneration and severance pay of inside directors and unregistered directors.

Other resolutions according to laws and regulations and Articles of Association

Deciding on issuance of new shares, interim dividends, and share buyback and disposals.
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.

Members of the Board of Directors

Inside Director

Jung Duk-kyoon

CEO, Chairman of the Board

Initial appointment

2021. 3. 15

Term

2023. 3 ~ 2024. 3

Experience

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

Initial appointment

2023. 3. 20

Term

2023. 3 ~ 2024. 3

Experience

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 Ji-yong

Initial appointment

2021. 3. 20

Term

2023. 3 ~ 2024. 3

Experience

Director of POSCO N.EX.T Hub

Former head of Safety and Environment Division, POSCO

Former head of POSCO Gwangyang Works
Outside Director

Kim Ho-won

Initial appointment

2022. 3. 21

Term

2022. 3 ~ 2024. 3

Experience

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

Resolutions made by BOD

Resolutions made by BOD
Session	Date	Proposal	Result of Voting	Attendance
1	2022.01.27	Approval of the 33rd Business Report and Financial Statements Approval of the short-term borrowing cap for 2022 Dismissal and appointment of Fair-Trade Compliance Officer Proposed 2022 Health and Safety Plan	Passed	4/4
2	2022.02.18	Approval of convening and agenda of the 33rd General Shareholders’ Meeting	Passed	4/4
3	2022.03.21	Election of CEO Assignment of positions to inside directors Adjustments to the renumeration criteria for directors and non-registered directors	Passed	4/4
4	2022.06.22	Contributions to the internal welfare fund	Passed	4/4
5	2022.08.24	Debt write-off for Yongin Yeokbuk 2nd Residence Construction Project	Passed	4/4
6	2022.10.26	Social contribution donation	Passed	4/4
7	2022.11.15	Selling an equity stake in eNtoB	Passed	4/4
8	2022.12.15	Approval of the 2023 Business Plan Amendments to the Compliance Control Policy Establishment of executive overperformance incentives and revision of the director renumeration guidelines Contributions to the internal welfare fund Social contribution donation Change of signatory on bank account for India Office	Passed	4/4

Period: 2022.1.1 ~ 12.31.

Auditor Independence

Composed of one standing auditor pursuant to Article 409 (Appointment) of the Commercial Act and Article 48 (Number of Auditors) of the Articles of Association.
Granting the auditor the right to access management information necessary for the audit work in accordance with Article 40, Paragraph 2 of the Articles of Association (prior notice to the audit when the Board of Directors is convened) and Article 9 of the Internal Audit Regulations (authority of the auditor), including access to books and systems.
The auditor organizes and operates an independent audit team under their control in accordance with Chapter 2 (Audit Organization) of the Company's Internal Audit Policy.