Board of Directors

    Organization

    POSCO strives to uphold advanced governance practices by voluntarily appointing multiple outside directors to its Board of Directors (BOD), in accordance with Article 26 of its Articles of Incorporation. Two of these outside directors serve as chairs of the BOD’s key committees—the ESG Committee and the Audit Committee.

    Composition

    As of March 2025, the Board of Directors is composed of three inside directors, two outside directors, and one non-executive director. Directors are elected at the General Meeting of Shareholders in accordance with applicable laws, regulations, and POSCO’s Articles of Incorporation. Individuals with proven expertise and experience are appointed to ensure transparency and independence in the Board’s decision-making process.

    Category Name Area of Expertise Key Experience

    Term
    Inside
    Director    		 Lee, Hee-Geun
    Overall Management
    (Technology, Production, Safety, Environment)
    		 Current) CEO of POSCO
    Former) Head of Safety & Environment Division, POSCO

    Mar. 2025 –
    Mar. 2026
    Kim, Young-Joong Marketing,
    International Trade    		 Current) Head of Marketing Division, POSCO
    Former) Head of Steel Products Team, POSCO HOLDINGS

     Mar. 2023 –

    Mar. 2026
    (Reappointed
    Mar. 2025) 
    Shin, Sung-Won Finance, Strategy Current) Head of Corporate Planning & Finance Division, POSCO
    Former) CEO and President, POSCO INVESTMENT

    Mar. 2025 –
    Mar. 2026

    Outside
    Director

    Park, Jae-Hwan

    Finance, Accounting

    Current) Professor, School of Business Administration, 
                   Chung-Ang University Member,
                   Public Enterprise Evaluation Committee,
                   Ministry of Economy and Finance

    Former) Non-standing Member,
                   Securities and Futures Commission,
                   Financial Services Commission

    Mar. 2022 –

    Mar. 2028
    (Reappointed
    Mar. 2025)

    Lee, Min-Ho

    Environment

    Current) Head of ESG Research Center, Yulchon LLC Member,
                   2050 Carbon Neutrality and Green Growth Commission
    Former) Director General for Environmental Policy,
                   Ministry of Environment

     Mar. 2022 –

    Mar. 2028
    (Reappointed
    Mar. 2025) 

    Non-Executive Director

    Chun, Sung-Lae

    Steel Strategy,
    Carbon Neutrality

    Current) Head of Business Synergy Division, POSCO HOLDINGS
    Former) Head of Carbon Neutrality Team, POSCO HOLDINGS

     Sept. 2024 –

    Mar. 2026
    (Reappointed
    Mar. 2025) 

    Specialized Committees

    The ESG Committee and the Audit Committee, both established under the Board of Directors, are chaired by outside directors to ensure independent oversight and decision-making on key issues. The committees’ expertise is further reinforced by the inclusion of an environmental specialist in the ESG Committee and a professional with extensive experience in both industry and finance in the Audit Committee.
    Managing ESG Risks Through the ESG Committee
    The ESG Committee consists of two outside directors and one inside director, and is responsible for reviewing company-wide ESG matters, including the formulation of ESG strategies, policies, and management systems. The outcomes of these deliberations are reported through the Business Report and aligned with the company’s broader corporate strategy.
    Specialized Committees(2025)
    Category ESG Committee Audit Committee
    Composition
    Lee Min-Ho, Chair
    Park Jae-Hwan, Outside Director
    Shin Sung-Won, Inside Director
    Park Jae-Hwan, Chair 
    Lee Min-Ho, Outside Director
    Kim Young-Joong, Inside Director
    Key Roles
    • Review environmental, and low carbon policies
    • Pre-review health and safety plans
    • Monitor ESG-related implementation progress
    • Audit the execution of directors’ duties
    • Appoint an external auditor
    • Review internal accounting

    Operational Status

    Corporate Governance Charter

    POSCO established the Corporate Governance Charter based on the firm belief that sound governance is essential to earning stakeholder trust, ensuring responsible management, and becoming a leading global company. 

    In accordance with the Charter, we aim to uphold transparent, ethical, and accountable management under the supervision of an independent Board of Directors. Committed to promoting a fair and balanced approach to the rights and interests of all stakeholders, including shareholders, customers, and employees.

    Corporate Governance Charter

    Independence, Expertise, and Transparency

    POSCO appoints experts with extensive experience across diverse fields—including industry, finance, academia, law, and the public sector—as outside directors to support rational and unbiased decision-making of the management. Their capabilities are further enhanced through regular briefings on key corporate strategies and issues, including company-wide initiatives, steelmaking operations, and matters related to carbon, safety, and the environment. 

    In 2024, eight Board of Directors meetings were held, with 100% attendance by all outside directors. The ESG Committee met seven times, and the Audit Committee convened eight times.

    Board of Directors Meeting History ESG Committee Meeting History Audit Committee Meeting History

    Remuneration Policy

    In accordance with the Board of Directors’ operating regulations, all outside directors are authorized to evaluate the activities of the Board and its specialized committees. Remuneration for the Board of Directors is provided within the limit approved at the General Meeting of Shareholders, pursuant to Article 388 of the Commercial Act and POSCO’s Articles of Incorporation. Remuneration for the CEO is determined based on criteria established by the Board. The base annual salary is set according to the individual’s role and responsibilities and is paid in equal monthly installments over 12 months. A performance-based bonus is paid in two installments—July and the following February—based on a quantitative assessment of financial performance for the fiscal year and a qualitative evaluation of key management activities, including ESG initiatives.

    Risk Management

    Risk Management

    POSCO undertakes company-wide efforts to proactively identify and address risks, enabling timely and effective responses in a rapidly changing business environment. Risk monitoring outcomes and corresponding mitigation measures are regularly reported to the Board of Directors. Risks are broadly categorized into financial risks—such as taxation and investment—and non-financial risks, including safety, environmental concerns, human rights, and supply chain issues. Each relevant department is responsible for prioritizing and executing appropriate risk mitigation activities.
    Risk Management System
    Since 2004, POSCO has operated a company-wide Risk Management System (RMS)1) to enable systematic risk management across key business processes. The system is continuously improved based on feedback from relevant departments. More recently, we have integrated RMS with big data analytics, allowing departments to autonomously detect and monitor anomalies in real time. When necessary, the findings are linked to internal audit procedures for further review and action.

    1)RMS refers to a system that identifies, evaluates, and manages risks across key business functions such as finance, procurement, marketing, investment, production, and facility operations.

    RMS Framework
    Continuous Monitoring of the Global Business Environment
    POSCO conducts comprehensive quarterly analyses and forecasts of external market trends and fluctuations in steel and raw-material prices, incorporating the findings into short- and medium-term management plans. To mitigate risks, we also provide semi-monthly forecasts of exchange rates in major volatile economies, steel prices in China, and prices of key raw materials such as iron ore, raw coal, and nickel. We also maintain continuous risk monitoring through the Global Information Hub (GIH)—POSCO Group’s management information system—which delivers daily updates on the steel market, emerging industries, global economic trends, and competitor technologies to all executives and employees.
    Sensitivity Analysis and Scenario Management
    POSCO monitors potential fluctuations in sales and profits at least once a month by tracking key economic and industry indicators, including exchange rates and the prices of oil, iron ore, coking coal, and global steel. When significant changes in these indicators are expected to impact business performance, we promptly develop and implement appropriate response plans. In particular, we incorporate the results of scenario-based sensitivity analyses—focused on key risk factors such as sales volume, sales prices, and material costs—into our investment decision-making process. Our business plans are structured around three scenarios: Basic, Optimistic, and Pessimistic. Performance under each scenario is reviewed monthly and reported at operational meetings chaired by top management, where root causes are identified and corresponding improvement measures are discussed.
    Internal Accounting Control System
    POSCO’s internal accounting control system includes both design evaluations—to ensure that control activities are appropriately and comprehensively structured to prevent and detect errors and fraud in financial statements—and operational evaluations to verify that these controls are functioning as intended. A dedicated organization oversees the inspection and management of the internal accounting control system. This unit conducts both design and operational evaluations annually for POSCO and its major consolidated steel subsidiaries, and reports the results to the Board of Directors, the Audit Committee, and the General Meeting of Shareholders. Any deficiencies identified during the evaluation process are resolved through close consultation between the internal control unit and the departments responsible for executing control activities.
    ESG Risk Management for Business Investments
    Before submitting an internal investment proposal, POSCO is required to analyze potential ESG risks associated with project implementation, identify ways to mitigate them, and reflect these measures in the proposal. During the investment deliberation stage, an internal ESG expert participates as a member of the deliberation committee to review whether appropriate risk prevention measures have been established. Once the investment is approved, ESG indicators are incorporated into the performance evaluation criteria to ensure the project is carried out with consideration for ESG impacts.

    Tax Risk Management

    POSCO endeavors to prevent potential tax risks that may arise from business activities such as transactions of goods and services, mergers and acquisitions, corporate restructuring, international dealings, new business initiatives, and changes in transaction structures across domestic and overseas operations. Tax-related decisions are made only after thorough internal reviews and, when necessary, consultations with external tax experts and relevant authorities.
    Tax Management Policy
    Tax Risk Assessment Process
    Transparency in Tax Payments
    In 2024, POSCO recorded a consolidated pre-tax profit of KRW 1,373.2 billion. The nominal tax expense was KRW 294.5 billion, representing a nominal tax rate of 21.4%, while the actual tax paid amounted to KRW 298.9 billion, resulting in an effective tax rate of 21.8%. Over the past three years, POSCO’s average nominal tax rate was 27.2%, and the average effective tax rate was 17.4%—9.8 percentage points lower than the nominal rate. This gap is primarily due to deferred tax adjustments arising from temporary differences, non-taxable income, non-deductible expenses, tax credits and deductions, and unrealized gains and losses.