POSCO FUTURE M

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Corporate Governance

Functions of a Board of Directors

1. Creating key management policies and monitoring management performance

- Discussion on devising management strategies and yearly business plans - Deliberation on important investment plans in and out of the company and company restructuring plans - Quarterly monitoring of management performance

2. Appointment, evaluation, training of, and rewards for the management

- Recommendation of Inside Director candidates - Designation of a CEO among Inside Directors s and assignment of Inside Directors positions - Planning of evaluation and compensation, appropriation of wages and severance pay of the Inside Directors and independent Non-executive Directors

주주총회, 이사회(경영기획실, 사외이사후보추천위원회-2022년설치예정, 감사위원회-2022년 설치예정), CEO

Independent
Directors

Kim Won-young

Appointment Date

Mar 20, 2023

Term

Mar 2023- Mar 2025

Education

Sungkyunkwan University (BA in Journalism and Broadcasting )
University of Texas, Austin (MA/PhD in Journalism)

Experience

Current The head of future social research institute at Kim&Chang law firm
Current Director of Smilegate Foundation
Current independent director at Hans Securities
Former independent director at Hanhwa Financial Investment
Lee Woong-beom

Appointment Date

Mar 20, 2023

Term

Mar 2023- Mar 2025

Education

Hanyang University (BS in Chemical Engineering)
McGill University (MA of Business Administration)

Experience

Former President of Yonam Institute of Technology
Former President of Battery Business Division, LG Chemical
Former President and CEO of LG Innotek
Kwon Oh-cheol

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2026

Education

Seoul National University (Bachelor of Trade and Commerce)

Experience

Non-executive Director, WONIK IPS
Former Director, Cypress Semiconductor (U.S.)
Former CEO, SK hynix
Lee Bok-sil

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2026

Education

Bachelor of Urban Administration, University of Seoul
Master's/Ph.D. in Education, University of Southern California (USC)

Experience

Current Vice President of the Management Institute for the State (MIS)
Current External Director and ESG Committee Chair at Lotte Card
Former President of the Korean Chapter of the Global Women Corporate Directors
Former Vice Minister of Gender Equality and Family
Yoon Tae-hwa

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2026

Education

Bachelor's/Master's/Ph.D. in Business Administration, Yonsei University

Experience

Current Professor/Dean of the Graduate School of Business, Gachon University
Former independent director at SK Hynix
Former 25th President of the Korea Accounting Information Association
Former 24th President of the Korean Academic Society of Taxation

Inside Directors

Yoo Byeong-og

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2025

Education

Seoul National University (Bachelor of Metallurgical Engineering)
Pohang University of Science and Technology (Master of Technology and Innovation Management)

Experience

Current POSOC FUTUER M CEO
Former Head of the Eco-friendly Future Materials Team, POSCO Holdings
Former Head of the Industrial Gas and Hydrogen Business Division, POSCO
Former Head of the Purchasing and Investment Division, POSCO
Kim Jin-chool

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2025

Education

Gyeongsang National University (Bachelor of Materials Science and Engineering)

Experience

Current Head of the Safety and Environment Center, POSCO FUTURE M
Former Head of the Pohang Furnace Building Materials Department, POSCO FUTURE M
Former Head of the Refractory Marketing Department, POSCO FUTURE M

Other non-executive
Director

Kim Jun-hyung

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2025

Education

Sungkyunkwan University (BS in Metallurgical Engineering)
Golden Gate University (M.B.A)

Experience

Current Head of the Eco-friendly Future Materials Team, POSCO Holdings
Former POSCO FUTUER M CEO
Former POSCO SNNC CEO
Former POSCO FUTUER M Head of Energy Materials Department

Board Resolution

Board Resolution
Resolution no.	Date	Agenda	Approval status	Attendance by Outside directors

Preamble

POSCO Chemical (Company) is committed to becoming a globally respected company by providing valuable goods and services, thereby contributing to its stakeholders and to society. The corporate governance charter (Charter) is enacted with the firm belief that establishing sound corporate governance serves as the stepping stone to secure the trust of all stakeholders and to faithfully fulfil the Company’s social responsibility. The Charter aims at promoting transparent, righteous, responsible and professional management under the supervision of an independent board of directors (BOD) so as to enhance in a balanced manner the rights of all stakeholders, such as shareholders, customers and employees.

1. General Provisions

① POSCO Chemical’s business goal is to enhance long-term shareholder value. This is carried out by all its employees under the management of the CEO. The BOD decides the Company’s key management policy, checks and supervises the management efforts of the Inside Directors to enhance shareholder value. ② In order to enhance shareholder value and to protect stakeholder interest, the Company will establish a global professional management (GPM) system for check and balance between the BOD (centering on independent outside directors) and the management. ③ The Company shall disclose key provisions related to management and financial statements promptly and accurately to shareholders and interested parties, and review the accuracy of the financial information through independent and professional audit systems.

2. Shareholders

2-1. Shareholder Rights

① Shareholders, as owners of the Company, possess the rights including the following, which are guaranteed by the relevant laws and regulations, such as the Commercial Code : · The right to participate in profit sharing · The right to attend and vote at the General Meeting of Shareholders (GMS) · The right to propose objectives of the GMS such as nomination of director candidates, and · The right to obtain information regularly and in an easily accessible and timely manner ② Any matters causing fundamental changes to the existence of the Company and the shareholders’ rights including mergers, amendments to the articles of incorporation and capital reduction shall be decided at the GMS such that the shareholders’ rights are protected as much as possible. ③ Shareholders should be able to exercise their voting rights as easily as possible and of their own free will. The Company will provide sufficient information on the GMS’ agenda and ensure that the shareholders exercise their voting rights.

2-2. Equitable Treatment of Shareholders

① Shareholders shall be treated fairly according to the type and amount of shares possessed, and the intrinsic right of shareholders shall not be infringed upon. ② In any of its business dealings, the Company shall not provide special treatment for reason of being a shareholder and shall not take unfair action for reason of not being a shareholder. ③ The exercise of minority shareholder rights shall be guaranteed to the extent permitted by relevant laws, unless exercising such rights infringes the rights of all other shareholders. The Company shall seek ways to protect minority shareholder rights.

2-3. Responsibility of Shareholders

① Shareholders shall acknowledge the fact that exercising their voting right can affect the management of the Company and shall therefore make every effort to exercise such rights for the development of the Company. ② The controlling shareholder shall act in the best interests of the Company and all other shareholders, and shall not inflict losses to said other shareholders by acting in ways that violate this principle.

3. Board of Directors

3-1. Function of the Board

① The BOD shall have comprehensive power over the management of the Company within the scope provided by the relevant laws and regulations, and shall make key managerial decisions on goals and basic strategies in the best interests of the Company and its shareholders. ② The Board shall perform the following functions: Setting business goals and core business strategies Approving the appointment/dismissal, supervision, evaluation, and compensation policy of the management Regular monitoring of the management’s accomplishments Approving important investment projects, large-sum loans, yearly business plans and budgets, and Overseeing provisions stated in other laws, statutes and the Operational Regulations for the BOD.

3-2. Board Composition

① The Company shall be of a size that enables effective discussions and decision-making, and must be composed of a sufficient number of directors for operation of committees under the BOD. ② The BOD shall have a sufficient number of independent outside directors to provide reasonable management supervision. ③ The Company ensures that shareholders have sufficient information and time to exercise their voting rights on director candidates.

3-3. Qualification of Directors

① Directors shall possess an exemplary set of ethics, business sense, integrity, and the ability to enhance long-term value of all shareholders and fairly represent the interest of all stakeholders. ② Inside Directors s, as a high-level managers of the Company, shall have sufficient experience and knowledge related to the Company’s business, and shall be capable of making rational decisions with strong drive. ③ Outside directors shall have sufficient knowledge and experience in the relevant field such as finance, economics, academia, legal, accounting and the public sector. They shall have no material relationship with the Company and shall be able to make decisions independently from the Company and specific shareholders.

3-4. Role of Outside directors

① Through the BOD activities, Outside directors participate in the Company’s key decision-making process. They supervise and support the management by providing constructive advice. ② The independent director may request information necessary to perform their duties. If needed, the outside director can receive consultation from external experts under the proper procedures, for which the Company shall cover the expense. ③ Outside directors shall devote sufficient time for purposes of performing their duties and shall review all related materials before attending a BOD meeting.

3-5. Responsibility of Directors

① Directors shall do their utmost in performing their duties with prudence and faithfulness for the best interest of the Company and its shareholders. Directors shall not divulge or use any information obtained while performing their duties for their own benefit. ② When a director violates the law or the articles of incorporation, or neglects his/her duties, the director may be liable for damages to the Company. In case he/she had malicious intent or gross negligence, the director shall also be liable for damages to the third party. However, managerial decisions that are made by the director and are based on proper procedures, good faith and rational judgement shall be respected. ③ The Company may purchase liability insurance coverage for the directors to secure the effectiveness of the investigation of directors' responsibilities and to attract competent directors. ④ A director shall resign if a conflict of interest with the Company is not resolved. The director shall not engage in discussions or decision-making processes that may affect his/her personal or business interest.

3-6. Steering of the Board

① In order to make the best managerial decision for the best interest of the Company and its shareholders, the BOD should be operated in an efficient and rational manner. ② In principle, the BOD Meeting should be held eight times on a yearly basis. If there is an emergency agenda that needs to be discussed, an interim meeting of the BOD is held. In order to ensure the smooth management of the BOD, the operational regulations, which state in detail the BOD’s authority, responsibility and management procedures for the BOD, should be enacted and implemented.

3-7. Management Evaluation and Compensation

① The BOD should design and implement a management evaluation and compensation system that can contribute to shareholders’ long-term values. Business activities of the management should be evaluated fairly and the results should be linked rationally and appropriately to the compensation and reappointment of the management.

4. Audit Systems

4-1. Audit

① A Company shall have at least one auditor, and one or more of them shall be full-time auditors. ② Auditors shall perform the following functions: Audit appropriateness of the management’s execution of operations Review the soundness and reasonableness of the Company’s financial activities and the accuracy of the financial report. Review the adequacy of major accounting standards and changes in accounting estimates, and Review provisions stated in other laws.

4-2. External Auditors

① External auditors shall perform fair audits independently from the Company, its management and specific shareholders. ② External auditors shall be appointed by an outside audit committee, and shall report key provisions identified during the audit to the BOD. ③ External auditors shall attend the GMS and answer any shareholders' questions on the audit report.

5. Stakeholders

① The Company shall endeavor to achieve corporate stewardship, which is to resolve issues related to interested parties (employees, customers, creditors, suppliers and local communities) efficiently, so as to enhance shareholders’ long-term values. ② The Company shall endeavor to protect the rights of stakeholders by law, regulations or contract. The Company shall make efforts to faithfully observe labor-related laws and regulations such as the Labor Standard Act, and maintain and improve its labor conditions. ③ The Company shall disclose any information needed to protect stakeholders’ interests under applicable laws and regulations, and shall support access to relevant information by interested parties.

6. Disclosure

① The Company shall regularly prepare and disclose business reports, quarterly reports and semi-annual reports. In addition to the disclosures required by law, the Company shall disclose information that may have a significant effect on decisions made by shareholders and interested parties in a timely and accurate manner. ② The Company shall not prioritize nor unfairly discriminate against anyone regarding the scope or the timing of the disclosure. The disclosure shall be made in a manner that all stakeholders can simultaneously have access to the information.

Corporate Governance Report

Corporate Governance Report
No.	Year	Title	Download File
3	2023	2023 POSCO FUTUREM Corporate Governance Report	PDF
2	2022	2022 POSCO FUTUREM Corporate Governance Report	PDF
1	2021	2021 POSCO CHEMICAL Corporate Governance Report	PDF

About the GMS

· Date Monday, Mar 15, 2021 at 11:00 am
· Location Auditorium, POSCO Chemical headquarters 110, Sinhang-ro, Nam-gu, Pohang-si, Gyeongsangbuk-do
· Voting by proxy
We recommend our shareholders exercise their voting rights by proxy according to Article 152 of the Capital Markets and Financial Investment Business Act and Article 160 of the Enforcement Decree of the same Act. If shareholders wish to, they may exercise it by writing a power of attorney and mailing it to the company.
*Send a power of attorney to: GMS manager, POSCO Chemical IR Group 5F, POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Republic of Korea 06194
Jump to the e-Vote Page

General Meeting of Shareholders

We guarantee the right to shareholder proposals to collect opinions of minority shareholders.
Shareholder proposal rights allow shareholder to recommend the company and/or its BOD to take action in the GMS.
Upon a legitimate request by a shareholder making the recommendation, the GMS offers him/her an opportunity to explain the agenda.

[ How to exercise shareholder proposal rights ] (Article 363-2 of the Commercial Act, Article 191-14 of the Securities Exchange Act)
Submission deadline: Up to six weeks before the date of the year corresponding to the date of the regular GMS in the preceding year.
Format: Document or e-Document
Qualification : Shareholders with voting rights who own 3% or more of the total number of issued stocks, or shareholders who has had voting rights for six months and has at least 0.5% of the total number of issued stocks.
Submission documents: A share certificate issued by Korea Securities Depository, transaction statement, etc. (proof of ownership period)

[ Procedure for exercising shareholder proposal rights ]
1) Receipt of shareholder recommendation (IR Group): The IR Group checks whether the shareholder making the recommendation meets the legally required shareholding ratio and adheres to the legal proposal period for shareholder recommendations.
2) Review on the recommendation (Legal Office): The Legal Office checks whether the proposal violates laws or the articles of incorporation and whether the recommendation falls in the category for rejection under the Commercial Act (Article 12 of the Enforcement Decree of the Commercial Act).
3) The proposal is submitted to the BOD.
4) The proposal is submitted to the GMS.

View Relevant Documents

IR contact

Tel. +82-02-3457-4551

POSCO FUTURE M

Corporate Governance

이사회 개요

이사회 구성원

Board Resolution

Corporate Governance Charter

Corporate Governance Report

General Meeting of Shareholders