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

    Shim Min-suk photo
    Shim Min-suk

    CEO, Chairman of the Board

    Initial appointment
    2025. 3. 24
    Term
    2026. 3 ~ 2027. 3
    Expertise

    Current President of POSCO DX

    Former Head of Digital Transformation Office, POSCO

    Former Head of Pohang EIC Business Office, POSCO DX

  • Inside Director

    Choi Tae-hwan photo
    Choi Tae-hwan
    Initial appointment
    2025. 3. 24
    Term
    2026. 3 ~ 2027. 3
    Expertise

    Current Head of Corporate Planning Office,POSCO DX

    Former Chief of Infra Business Management, POSCO Holdings

    Former Head of Corporate Innovation Group, POSCO

  • Other Outside Director Not Engaged in Regular Business

    Cho Min-young photo
    Cho Min-young
    Initial appointment
    2025. 3. 24
    Term
    2026. 3 ~ 2027. 3
    Expertise

    Current Head of Group Technology Strategy Office, Future Technology Research Institute,POSCO Holdings

    Former Director of LiB Raw Materials Research Center, Future Technology Research Institute, POSCO Holdings

    Former Head of Lithium Raw Materials Research Group, Secondary Battery Research Laboratory, RIST

  • Outside Director

    Ahn Jeong-ok photo
    Ahn Jeong-ok
    Initial appointment
    2024. 3. 25
    Term
    2026. 3 ~ 2028. 3
    Expertise

    Former Business representative President of SKC&C

    Former Head of DT Technology Department, SKC&C

    Former Director of Battery Planning, SK Innovation

  • Outside Director

    Kim Ji-hie photo
    Kim Ji-hie
    Initial appointment
    2026. 3. 26
    Term
    2026. 3 ~ 2028. 3
    Expertise

    Current Advisory Committee Member for Information Technology Development, Supreme Prosecutors' Office

    Current Professor, School of Computer Science and AI, Dongguk University

    Former Director, Association for the Advancement of Artificial Intelligence (AAAI)

    Former Director, Samsung Research AI Center, Samsung Electronics

  • As of the end of March 2026, 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 Ahn Jeong-og, Outside Director
Composition
  • 2 external directors (Director Ahn Jeong-og & Director Kim Ji-hie)
  • / 1 internal director (Director Choi Tae-hwan)
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.
Resolutions made by BOD

The board of directors is divided into regular board meetings and extraordinary board meetings held from time to time when resolutions or reports arise, and the main activities of the board of directors are disclosed through the business report.

Resolutions made by BOD
Meeting Session Date Held Bill Content Voting Result Attendance Rate
1st session 2025.01.24.
  • Appointment of Non-Registered Executives to Key Positions
  • Dismissal and Appointment of Fair Trade Compliance Officer
  • Approval of the Business Report and Financial Statements for the 36th Fiscal Year
  • Approval of the 2025 Management Plan
 Passed 5/5
2nd session 2025.02.21.
  • Approval of the Convening of the 36th Annual General Meeting of Shareholders, and its Agenda and Reporting Items
 Passed 5/5
3rd session 2025.03.24.
  • Appointment of Representative Director(CEO)
  • Designation of Acting Representative Director and Chairman of the Board of Directors in Case of Absence or Vacancy
  • Approval of Remuneration Payment for Inside Directors
  • Appointment of the ESG Committee Members
  • Amendment to the Regulations of the Board of Directors
  • Approval of Short-Term Borrowing Limit for 2025
  • Approval of Safety and Health Plan for 2025
  • Approval of Internal Transactions with a Related Party (POSCO Lithium Solution)
 Passed 5/5
4th session 2025.07.24.
  • Approval of Write-off of Litco's Convertible Bonds (CBs) for the Hyochun PSD Project
  • Approval of the Sale of Receivables and Assets of Hapcheon HC Solar Power Co., Ltd.
  • Social Contribution Donation
 Passed 5/5
5th session 2025.08.27.
  • Approval of Donation for Nationwide Heavy Rain Damage Relief
  • Approval of Investment in the POSCO DX CVC Fund
  • Approval of Relocation of the Canada Branch
 Passed 5/5
6th session 2025.10.28.
  • Approval of Investment for HR System Upgrade
  • Approval of the Sale of Shares in UiTrans Light Rail Transit Co., Ltd.
  • Approval of Write-off of Receivables from the Steam Business of Seodaegu Thermal Energy
 Passed 5/5
7th session 2025.12.17.
  • Approval of Donations for Social Contribution
  • Approval of Contribution to the In-House Employee Welfare Fund
  • Approval of the Limit on Total Transactions with Related Parties for 2026
  • Approval of the 2026 Management Plan
 Passed 5/5
ESG Committee Resolutions

The ESG Committee meets annually and reports on basic policies and strategies for ESG management, important matters for responding to climate change, etc. The main activities are disclosed to various stakeholders through business reports.

ESG Committee Resolutions Table
Meeting Session Date Held Bill Content Voting Result Attendance Rate
1st session 2025.03.24.
  • ESG Committee Chairperson Appointment
  • Approval of the 2025 Environmental Management Plan
 Passed 3/3
2nd session 2025.06.19.
  • ※ Report Items
  • 2024 Sustainability Management Report Publication and Materiality Assessment Results
 - -
3rd session 2025.12.17.
  • ※ Report Items
  • '25 ESG Performance and '26 Key Promotion Directions
 - -
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 (37th regular general shareholders' meeting, March 26, 2026)
  • Total number of shares issued: 152,034,729 shares
  • Number of shares with voting rights: 151,822,519 shares

(Unit: Shares)

37th 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 37th financial statements Ordinary Passed 113,542,698 113,398,426 99.9% 144,272 0.1%
Bill No.2 Partial amendment of the Articles of Incorporation Special Passed 113,542,698 113,526,613 100.0% 16,085 0.0%
Bill No.3 Bill No.3-1 Appointment of inside director Sim Min-suk Ordinary Passed 113,542,698 112,947,525 99.5% 595,173 0.5%
Bill No.3-2 Appointment of inside director Choi Tae-hwan Ordinary Passed 113,542,698 113,401,254 99.9% 141,444 0.1%
Bill No.3-3 Appointment of other non-executive directors Cho Min-young Ordinary Passed 113,542,698 113,405,738 99.9% 136,960 0.1%
Bill No.3-4 Appointment of External director Ahn Jeong-og Ordinary Passed 113,542,698 113,454,619 99.9% 88,079 0.1%
Bill No.3-5 Appointment of External director Kim Ji-hie Ordinary Passed 113,542,698 113,510,808 100.0% 31,890 0.0%
Bill No.4 Approval of director remuneration limit Ordinary Passed 113,542,254 113,499,652 100.0% 42,602 0.0%
Bill No.5 Approval of audit fee limit Ordinary Passed 113,542,698 110,031,540 96.9% 3,511,158 3.1%

* Attendance rate excluding the largest shareholder & specially related parties : 12.5%(14,148,696 shares, 113,542,698 shares)