As of the September 2024, the Board of Directors is comprised of four inside directors, two outside directors and one non-executive director. Directors are elected in compliance with the procedures outlined by legal regulations and the company’s Articles of Incorporation during the General Meeting of Shareholders. The appointment of directors with expertise and experience has bolstered the transparency and independence of the Board’s decision-making process.

The Board of Directors has implemented operating regulations to delineate its authority, responsibilities, and procedures. Regular board meetings are scheduled to be held seven times annually. However, if urgent matters arise, extraordinary meetings can be convened. Meetings are called, conducted, and chaired by the chairperson and require the attendance of a majority of the directors to be constituted. Matters discussed by the Board of Directors are resolved with the approval of the majority of the attending directors and are meticulously recorded and managed in the minutes. In 2023, the Board held a total of seven regular meetings, achieving a 100% attendance rate for outside directors.

Although POSCO is an unlisted company, it has appointed outside directors to ensure a transparent and advanced governance structure. The outside directors are chosen from a broad range of sectors, including industry, finance, academia, law, and the public sector. They are selected based on their extensive experience and expertise, contributing to balanced and rational decision-making by the management, without bias towards any specific field.
To enhance the expertise in decision-making, POSCO has conducted comprehensive briefings for the appointed outside directors. These briefings cover an overall company overview, steelworks inspections, and important strategies and issues related to carbon, safety, and the environment.

Furthermore, POSCO operates the ESG Committee and the Audit Committee under the Board of Directors, each chaired by an outside director. These specialized committees enable the Board to independently review and make decisions on critical company matters. The ESG Committee includes an environmental expert, while the Audit Committee features experts proficient in the industrial and financial sectors, thereby enhancing their expertise. In 2023, the ESG Committee convened five times, and the Audit Committee convened seven times.

In line with the Board’s operating regulations, all outside directors are authorized to evaluate the activities of the Board and its specialized committees. Compensation for the Board is determined within the limits approved by the General Meeting of Shareholders, in accordance with Article 388 of the Commercial Act and the company’s Articles of Incorporation.

The CEO of POSCO’s compensation is determined based on the criteria established by the Board of Directors. The base salary is disbursed monthly, calculated as one-twelfth of the annual total base amount, taking into account the position, delegated duties, and role responsibilities. The performance bonus is paid in two installments annually (in July and February of the following year) and is derived from a comprehensive evaluation. This evaluation includes a quantitative assessment of financial performance for the fiscal year and a qualitative assessment of key management activities, such as ESG performance.