정책

POSCO aspires to be a strong and reputable global company, embodying its management philosophy of providing valuable products to customers and services to the society that underpin the social foundation through these contributions. Establishing sound corporate governance is the cornerstone for earning the trust of all stakeholders and ensuring diligent management activities. With a firm belief that this is the path to realizing the ideal of a leading global company, we have hereby established this Corporate Governance Charter. POSCO is committed to enhancing the balanced rights and interests of shareholders, customers, employees, and other stakeholders by fostering transparent, ethical, and responsible management under the supervision of an independent Board of Directors, in accordance with this Charter.

• POSCO’s business operations, driven by the Chief Executive Officer (CEO) and carried out by all executives and employees, are focused on the long-term enhancement of shareholder value. The Board of Directors is responsible for setting the company’s strategic direction and for verifying and overseeing the management’s efforts to increase shareholder value.
• POSCO is committed to establishing and advancing a global professional management system that harmonizes checks and balances between the Board of Directors, which includes independent non-executive directors, and the professional management team, with the dual objectives of enhancing shareholder value and protecting stakeholder rights and interests.
• POSCO ensures the prompt and accurate disclosure of major business matters and financial statements to shareholders and stakeholders, and verifies the accuracy of financial information through an audit body that is both independent and highly specialized.

• As owners of POSCO, shareholders are entitled to the following fundamental rights, as guaranteed by the Commercial Act and other relevant laws and regulations:
  • The right to participate in profit distribution
  • The right to attend and exercise voting rights at the general meeting of shareholders
  • The right to propose agenda items, including the nomination of director candidates, for the general meeting of shareholders
  • Matters that bring significant changes to the company’s existence and shareholder rights—such as mergers, amendments to the articles of incorporation, and capital reductions—are determined at the general meeting of shareholders under the principle of maximally protecting shareholder rights, including the right to receive timely information through easily accessible means.
  • The exercise of shareholder rights should be convenient and reflect the free will of the shareholders. To facilitate this, the company provides sufficient information for the agenda items to be discussed at the general meeting of shareholders and allows voting rights to be exercised in writing.

In business transactions, the company does not provide special treatment to individuals because they are shareholders, nor does it impose unfavorable conditions on those who are not shareholders.

Shareholders should recognize the significance of their voting rights and actively exercise them in a way that contributes to the company’s growth and aligns with its best interests.

• ➀ The Board of Directors, within the bounds of relevant laws and regulations, holds comprehensive authority over management. It is responsible for determining key management objectives and basic strategies to benefit the company and its shareholders, and for overseeing the activities of the management team.
• ➁ The Board of Directors is responsible for the following functions:
  • Establishing management objectives and key strategies
  • Deciding on the appointment, dismissal, oversight, evaluation, and compensation policies for management
  • Periodically monitoring management performance
  • Approving significant investment projects, large-scale financing, and the annual business plan and budget
  • Addressing other matters as stipulated by laws, the articles of incorporation, and Board regulations

• ➀ The company shall have at least three directors, including a specified number of non-executive directors.
• ➁ The chairperson of the Board of Directors shall be the CEO and/or representative director.
• ➂ By resolution of the BOD, the Company shall appoint the CEO and representative directors among the executive directors. The positions of president, vice president, senior managing director, or managing director may be granted to a director by the resolution of the BOD upon the recommendation of the CEO.

• ➀ Directors must demonstrate exemplary ethical awareness, professionalism, and integrity. They should be able to represent the long-term value enhancement of all shareholders and the rights and interests of stakeholders in a balanced manner.
• ➁ As senior management responsible for the company’s operations, executive directors must build extensive experience and expertise relevant to the company’s business activities. They should also possess sound judgment and strong drive and determination.
• ➂ Non-executive directors should possess extensive expertise or experience in fields such as industry, finance, academia, law, accounting, or the public sector. They must not have any significant conflicts of interest with the company and should be capable of making independent decisions, free from the influence of management or specific shareholders.

• ➀ Non-executive directors participate in major decision-making through their involvement in Board activities. As Board members, they oversee management while also supporting it by offering constructive advice.
• ➁ Non-executive directors have the right to request any information necessary for the performance of their duties. If required, they may also consult external experts following the appropriate procedures, with the company covering any associated costs.
• ➂ Non-executive directors should dedicate sufficient time to their duties and ensure that they review all relevant materials in advance before attending Board meetings.

• ➀ Directors are required to fulfill their duties with the care and loyalty expected of a prudent manager, always acting in the best interests of the company and its shareholders. They must not disclose information obtained in the course of their duties to outside parties or use it for personal gain.
• ➁ As members of the company, directors are required to comply with the POSCO Code of Ethics and the Code of Conduct for Non-Executive Directors. The Board of Directors is responsible for overseeing adherence to the code of conduct outlined in these ethics guidelines.
• ➂ If a director violates laws, regulations, or the articles of incorporation, or neglects their duties, they are liable for damages to the company. In cases of malice or gross negligence, they may also be held liable for damages to third parties. However, the business judgment of directors, when made following appropriate procedures and based on sincere and reasonable judgment, should be respected.
• ➃ To ensure the effectiveness of holding directors accountable and to attract competent individuals to serve as directors, the company obtains liability insurance for directors at the company’s expense.
• ➄ If a conflict of interest between the company and a director cannot be resolved, the director must resign. Additionally, directors should abstain from participating in any discussions or decisions that could be influenced by their personal or professional interests.

• ➀ The Board of Directors should be operated efficiently and rationally to ensure the best management decisions are made in the interests of the company and its shareholders.
• ➁ To enhance the efficient operation of the Board of Directors and to ensure the professional execution of specific functions, the Board has established an ESG Committee and an Audit Committee, both of which are composed of non-executive directors.
• ➂ The Board of Directors is scheduled to hold regular meetings seven times a year, in principle, and may convene extraordinary meetings as needed for urgent matters. To facilitate the smooth operation of the Board, regulations outlining the Board’s authority, responsibilities, and operating procedures are established and implemented.

• ➀ The Audit Committee is composed of at least three directors, with at least two-thirds of the members being non-executive directors.
• ➁ The Audit Committee is responsible for the following functions:
  • Auditing the legality of the management’s execution of duties
  • Reviewing the soundness, validity, and appropriateness of corporate financial activities and financial reporting
  • Evaluating the appropriateness of significant accounting standards and changes in accounting estimates
  • Handling other matters as stipulated by laws, the articles of incorporation, and Audit Committee regulations
• ➂ The Audit Committee convenes at least once per quarter and, when necessary, may require the attendance of directors, non-registered executives, or relevant employees.

• ➀ The external auditor must carry out their audit duties fairly and independently, without influence from the company, management, or specific shareholders.
• ➁ The external auditor is appointed by the Audit Committee and is required to report any significant matters identified during the audit process to the Audit Committee.
• ➂ The external auditor is required to attend the general meeting of shareholders and provide sincere responses to any questions from shareholders regarding the audit report.

• ➀ The company is dedicated to fulfilling its corporate social responsibility, believing that sincerely addressing the concerns of all stakeholders—including employees, customers, creditors, suppliers, and local communities—contributes to the enhancement of long-term shareholder value.
• ➁ The company diligently protects stakeholder rights as stipulated by laws, regulations, or contracts. It faithfully complies with labor-related laws, including the Labor Standards Act, and actively works to maintain and improve working conditions.
• ➂ The company provides the necessary information to protect stakeholder rights within the limits allowed by law and supports stakeholders in accessing relevant information.

• ➀ The company regularly prepares and discloses business reports, quarterly reports, and semi-annual reports. Beyond the disclosures required by law, the company ensures that any matters that could significantly impact the decision-making of shareholders and stakeholders are promptly and accurately disclosed.
• ➁ The company does not favor or discriminate against any individuals in the scope or timing of disclosing important corporate information. It ensures that all stakeholders have simultaneous access to the disclosed information.