Form 6-K POSCO For: Jun 22

June 22, 2021 6:24 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2021

Commission File Number: 1-13368

 

 

POSCO

(Translation of registrant’s name into English)

 

 

POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 


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POSCO is furnishing under cover of Form 6-K:

Exhibit 99.1: An English-translated documents of POSCO Corporate Governance Report 2020


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

        POSCO
       

(Registrant)

 

Date: June 22 , 2021     By  

/s/ Chung, Kyung-Jin

      (Signature)
            Name: Chung, Kyung-Jin
      Title: Head of Finance Office
     


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LOGO

 

Corporate Governance Report

2020

 

 

 

 

Pursuant to KOSPI Market Disclosure Regulation Article 24-2, POSCO provides this report in order to help investors to better understand the company’s corporate governance.

The corporate governance status in this report is composed based on December 31, 2020, and if there has been any changes occurred as of May 31, 2021 which was the submission date of this report to the Korea Exchange in Korean language, those are stated separately.

The status of corporate governance in this report is basically about the time period from January 1, 2020 to December 31, 2020. When the corporate governance report guidelines of the Korea Exchange provide different time period for some matters, we stated information within those time periods.

This is a courtesy English translation of the Corporate Governance Report that originally was prepared in Korean language.


Table of Contents

 

[ Contents ]

 

I. Overview

     3  

II. Current Status of Corporate Governance

     4  

1. Corporate Governance Policy

     4  

2. Shareholders

     6  

(Core Principle 1) Rights of Shareholders

     6  

(Core Principle 2) Fair Treatment of Shareholders

     16  

3. Board of Directors (BoD)

     26  

(Core Principle 3) Function of BoD

     26  

(Core Principle 4) Composition of BoD

     38  

(Core Principle 5) Responsibilities of Outside Directors

     55  

(Core Principle 6) Evaluation of Outside Directors Activities

     60  

(Core Principle 7) Operation of BoD

     62  

(Core Principle 8) Special Committees in BoD

     67  

4. Audit Organization

     73  

(Core Principle 9) Internal Audit Organization

     73  

(Core Principle 10) Independent Auditor

     81  

5. Other Highlights

     83  

•  Attachment : Key Compliance Indicators of Corporate Governance

     84  

 

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    I          Overview

 

   

Name of Company : POSCO

 

   

People in charge of the report:

 

   

Main In-charge : Ahn, Jae-Ung, Section Leader, Investor Relations Group

 

   

Co In-charge : Jeong, Gyeoun, Manager, Investor Relations Group

 

   

Record Date : December 31, 2020

 

   

Company Overview

 

Largest Shareholder

   National Pension Service    Shareholding Ratio of the Largest Shareholder 1)    11.11%
   Shareholding ratio of Minority Shareholders 2)    74.30%

Business Type

   Non-Financial    Major Products   

Steel Products and

By-Products

Enterprise Group under Monopoly Regulation and Fair Trade Act

   Yes    Act on the Management of Public Institutions    Not Applicable

Name of Enterprise Group

   POSCO

Summary of Financial Status (In hundred millions of KRW)

       
      2020    2019    2018

Consolidated Revenue

   577,928    643,668    649,778

Consolidated

Operating Profit

   24,030    38,689    55,426

Consolidated Profit from Continuing Operations

   17,882    19,826    18,921

Consolidated Profit

   17,882    19,826    18,921

Consolidated Total Assets

   790,870    790,587    782,483

Separate Total Assets

   567,950    557,108    541,260

 

1)

As of April 30, 2021

2)

As of December 31, 2020

 

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Glossary
BoD, the BoD    The Board of Directors
GMoS    General Meeting(s) of Shareholders
The company, company, we, our, us    POSCO as a separate business entity

 

    II          Current Status of Corporate Governance

 

1. Corporate Governance Policy  

 

   

The Principle and Policy of Corporate Governance

POSCO pursues advanced corporate governance that enhances shareholders’ value in the long-term and equally better interested parties’ rights. The management conducts responsible management with their expertise and reasonable decision-making and the BoD which consists of majority number of Outside Directors supervises and advises the management. This “Global Professional Management” is harmonized based on checks and balances and these principles, as proclaimed in Corporate Governance Charter are carried out within and outside POSCO.

Detailed principles of corporate governance are reflected on internal regulations for corporate governance such as Articles of Incorporation, Operational Regulations of the Board of Directors, Corporate Governance Charter, etc., and also available on POSCO homepage at http://www.posco.com

POSCO leadingly adopted Outside Directors Policy in 1997 and has continuously improved it for independence of BoD and to strengthen its roles. At the GMoS held in March 2021, in order to actively respond to the Environmental, Social and Corporate Governance (ESG) risks and demands of interested third parties, we reorganized the Special Committee system, for example, by establishing the ESG Committee.

The BoD consists of members with abundant experience and expertise from the fields of industry, academia, law, environment, accounting and public services in order to provide diversity and balanced-perspective for the management’s reasonable decision-making. In order to effectively supervise and intervene the management, the BoD consists of more than half of Outside Directors. In addition, the BoD is operated centered on outside directors, with the Chairmen of BoD and Special Committees are appointed from Outside Directors.

 

   

Characteristics of Corporate Governance

POSCO’s BoD, as permanently established and the highest decision-making body, has the right to elect Representative Directors. Since 2006, the Chairman position of BoD has been separated from the position of the CEO and the Representative Director and has been appointed among Outside Directors by resolutions of BoD.

Outside Directors who have expertise and abundance of experience are recommended by Director Candidate Recommendation and Management Committee(Director Candidate Recommendation Committee as of May 31, 2021) or by shareholders’ suggestion then elected at the GMoS by shareholders’ votes. As of May 31, 2021, POSCO BoD has total 12 Directors: 7 Outside Directors and 5 Inside Directors.

 

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In 2020 under the BoD, there were 5 Special Committees: Director Candidate Recommendation and Management Committee, Evaluation and Compensation Committee, Finance and Related Party Translations Committee, Audit Committee, and Executive Management Committee. Except Executive Management Committee which reviews and deliberates steel-related investments, Outside Directors are more than half of total number of Directors in each Special Committee. In addition, Evaluation and Compensation Committee and Audit Committee consist of all Outside Directors in order to guarantee independent decision-making. Among Special Committees, Director Candidate Recommendation and Management Committee and Audit Committee are mandatory for installation under the Commercial Act. However, the rest of 3 Special Committees were established voluntarily by the BoD for professionalism, independence and efficiency of the BoD. Finance and Related Party Translations Committee and Audit Committee include Directors who have expertise and experience in the fields of Industries, accounting and finance and are operated with minimum changes of members during their terms in consideration of specialty for the Committees.

As of May 31, 2021, due to reorganization of Special Committee system, including the establishment of a new Special Committee at the GMoS held in March 2021, the following 6 Special Committees are in operation: ESG Committee, Director Candidate Recommendation Committee, Evaluation and Compensation Committee, Finance Committee, Executive Management Committee, and Audit Committee. Except Executive Management Committee which reviews and deliberates steel-related investments, Outside Directors are more than half of total number of Directors in each Special Committee. In addition, Evaluation and Compensation Committee and Audit Committee consist of all Outside Directors in order to guarantee independent decision-making. Among Special Committees, Director Candidate Recommendation Committee and Audit Committee are mandatory for installation under the Commercial Act. However, the rest of 4 Special Committees were established voluntarily by the BoD for professionalism, independence and efficiency of the BoD. Finance Committee and Audit Committee are operated with experts who have experience in the fields of Industries, accounting and finance and ESG Committee is operated with an environment expert.

Moreover, in order to gather opinions on BoD agendas and other matters, Outside Directors Meeting is held semi-annually and BoD Strategy Session is held twice in a year and collect opinions for the POSCO Group’s strategies, business plans, and so on. For detailed explanation of BoD, Special Committees, and their members and roles, please refer to “3. Board of Directors (BoD)”.

 

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2. Shareholders  

 

(Core Principle 1) Rights of Shareholders

 

•  Shareholders need to be given sufficient information in a timely manner to exercise rights and need to exercise rights with proper procedure.

 

(Sub-Principle 1-) The company needs to provide sufficient information for the date, location and agendas of GMoS, long enough before the meeting date.

A. History and Notice of GMoS

POSCO has held 3 Ordinary GMoS from January 1, 2019 till May 31, 2021. Information regarding GMoS such as date, location, agendas, etc. were provided to shareholders through Korea Exchange(KRX) public disclosure both in Korean and English, Data Analysis, Retrieval and Transfer System(DART) website by Financial Supervisory Service, U.S. Securities and Exchange Commission(SEC) website, POSCO website, mail notice for domestic shareholders, Depositary Notice and Proxy Card for foreign DR shareholders, and so on.

The history and details of GMoS from January 1, 2019 to May 31, 2021 are given in the following table.

 

   

(Table 1--1) History and Details of GMoS from January 1, 2019 to May 31, 2021

 

      Ordinary GMoS 2021    Ordinary GMoS 2020    Ordinary GMoS 2019
Resolution of Convocation    January 28, 2021    January 31, 2020    January 30, 2019
Notice of Convocation    February 18, 2021    February 27, 2020    February 20, 2019
GMoS Date    March 12, 2021    March 27, 2020    March 15, 2019

Days between

Notice of Convocation and GMoS Date

   21 days    28 days    22 days

Location/

Region

  

POSCO Center /

Gangnam-gu, Seoul

  

POSCO Center /

Gangnam-gu, Seoul

  

POSCO Center /

Gangnam-gu, Seoul

Notice to Shareholders    Mail notice, POSCO website, DART and KRX website    Mail notice, POSCO website, DART and KRX website    Mail notice, POSCO website, DART and KRX website

Notice for

foreign shareholders

   U.S. SEC website, Depositary Notice and Proxy Card for DR holders, and KRX English public disclosure    U.S. SEC website, Depositary Notice and Proxy Card for DR holders    U.S. SEC website, Depositary Notice and Proxy Card for DR holders
Details    BoD    12 out of 12 Directors attended   

11 out of 12 Directors

attended

   12 out of 12 Directors attended
   Audit Committee Members    3 out of 3 members attended    2 out of 3 members attended    3 out of 3 members attended
  

Shareholders’

Remarks

  

1)  1 shareholder remark

2)  Message : Plans for Lithium-ion battery materials business

  

1)  5 shareholders remarks

2)  Messages : Impact of COVID-19, shareholder return plan, consent remarks, other remarks

  

1)  5 shareholders remarks

2)  Messages : consent remarks, Inquiry regarding laborer director as Board member, other remarks

 

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B. Providing Information regarding GMoS

POSCO held 3 Ordinary GMoS from January 1, 2019 to May 31, 2021. Generally, we provide dates and locations of GMoS through BoD resolutions by 6 weeks before the meetings. After resolutions on the GMoS agendas by the BoD, we provided information through Korea Exchange(KRX), Data Analysis, Retrieval and Transfer System(DART) website by Financial Supervisory Service, U.S. Securities and Exchange Commission(SEC) website, and POSCO website. In addition, until 2 weeks before the GMoS, we provided GMoS notice, related supplementary information, guide for voting rights exercise, ballot paper, return envelope, etc. to every shareholder by mail. For GMoS held in March 2021, to provide information better for foreign shareholders, we also conducted the Korea Exchange public disclosure in English.

In 2020, the company conducted Notice of Convocation 4 weeks before the date of GMoS. However, in 2021, due to internal processes, the company conducted Notice of Convocation 3 weeks before the date of GMoS and resultantly did not meet one of the Corporate Governance Key Compliance Indicators. In the future, the company will review business processes and try to comply with the Corporate Governance standards.

 

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(Sub-Principle 1-) The company needs to help shareholders to attend the GMoS and to express their opinions.

A. History of Shareholders’ Exercise of Voting Rights

From January 1, 2019 to May 31, 2021, the company has held 3 Ordinary GMoS, and participated in the Voluntary Compliance Program for GMoS Date Separation in 2019 and 2021 by setting GMoS dates on non-congested dates. In 2020, there was partial amendments on the Enforcement Decree of the Commercial Act in progress that contained matters related to GMoS. In order to avoid uncertainties caused by the amendments, the company set the date of GMoS in late March and resultantly, held the GMoS in one of the congested dates.

For the shareholders who are not able to attend the GMoS, the company provides ballot pater and return envelope to every shareholder by mail. And in order to facilitate voting process, we have adopted and continued electronic voting system since 2019. The company conducts proxy solicitation and to facilitate exercise of voting rights by proxy, we post power of attorney on our website. At the GMoS held in March 2021, in consideration of the COVID-19 situation, the company also held an online GMoS simultaneously and made efforts to ensure shareholders participation as much as possible by receiving inquiries from shareholders in advance.

The voting rights related information with regards to the GMoS held from January 1, 2019 to May 31, 2021 is as follows.

 

   

(Table 1--1) Dates of GMoS and Voting Types

 

      GMoS 2021    GMoS 2020    GMoS 2019
Congested Dates for GMoS   

March 26, 2021

March 30, 2021

March 31, 2021

  

March 13, 2020

March 20, 2020

March 26, 2020

March 27, 2020

  

March 22, 2019

March 27, 2019

March 28, 2019

March 29, 2019

Date of GMoS    March 12, 2021    March 27, 2020    March 15, 2019
Meeting on Non-Congested Date    Yes    No    Yes
Conduct of Voting via Mail    Yes    Yes    Yes
Conduct of Electronic Voting    Yes    Yes    Yes
Conduct of Proxy Solicitation    Yes    Yes    Yes

 

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The company held 2 GMoS from January 1, 2020 to May 31, 2021 and the results on each agenda are as follows.

 

   

(Table 1--2) GMoS Voting Results on Each Agenda

 

Ordinary    The 52nd GMoS    March 27, 2020
Agenda   

Resolution

Type

   Description    Result    Number of
Total Issued
Shares with
Voting
Rights (
) 1)
  

Exercised

Shares from  (A) 2)

  

For (B)

(Ratio, %)3)

  

Against,

Spoilt vote,

etc. (C)

(Ratio, %)4)

1    Ordinary    Approval of the 52nd (January 1, 2019 ~ December 31, 2019) Financial Statements    Approved    80,115,641    59,466,665   

55,009,722

(92.5%)

  

4,456,943

(7.5%)

2   2-1    Ordinary    Election of Inside Director Chang, In-Hwa    Approved    80,115,641    59,466,665   

56,365,868

(94.8%)

  

3,100,797

(5.2%)

  2-2    Ordinary    Election of Inside Director Chon, Jung-Son    Approved    80,115,641    59,466,665   

52,915,681

(89.0%)

  

6,550,984

(11.0%)

  2-3    Ordinary    Election of Inside Director Kim, Hag-Dong    Approved    80,115,641    59,466,665   

57,578,408

(96.8%)

  

1,888,257

(3.2%)

  2-4    Ordinary   

Election of Inside Director

Jeong, Tak

   Approved    80,115,641    59,466,665   

57,591,028

(96.8%)

  

1,875,637

(3.2%)

3    Ordinary   

Election of Outside Director

Chang, Seung-Wha

   Approved    80,115,641    59,466,665   

46,313,765

(77.9%)

  

13,152,900

(22.1%)

4    Ordinary   

Election of Audit Committee Member

Pahk, Heui-Jae

   Approved    71,736,197    51,087,221   

49,027,361

(96.0%)

  

2,059,860

(4.0%)

5    Ordinary    Approval of the Ceiling Amount of Total Remuneration for Directors    Approved    80,115,641    59,466,665   

58,865,200

(99.0%)

  

601,465

(1.0%)

 

1)

Number of shares for Audit Committee Member agenda excluded the number of shares that are limited for voting rights.

2)

Exercised shares(A) = Number of shares (B) + Number of shares (C)

3)

Ratio of approval shares (%) : (B/A) x 100

4)

Ratio of objection, spoilt vote and other shares = (C/A) x 100

 

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Ordinary    The 53rd GMoS    March 12, 2021
Agenda   

Resolution

Type

   Description    Result    Number of
Total Issued
Shares with
Voting
Rights (
) 1)
   Exercised Shares
from
(A) 2)
  

For (B)

(Ratio, %)3)

  

Against, Spoilt vote,
etc. (C)

(Ratio, %)4)

1    Ordinary    Approval of the 53rd (January 1, 2020 ~ December 31, 2020) Financial Statements    Approved    76,125,472    57,150,034   

48,582,573

(85.0%)

  

8,567,461

(15.0%)

2    Special    Partial Amendments of the Articles of Incorporation    Approved    76,125,472    57,150,034   

56,735,315

(99.3%)

  

414,719

(0.7%)

3   3-1    Ordinary   

Election of Inside Director

Choi, Jeong-Woo

(Candidate for the Representative Director & CEO)

   Approved    76,125,472    57,150,034   

51,625,521

(90.3%)

  

5,524,513

(9.7%)

  3-2    Ordinary    Election of Inside Director Kim, Hag-Dong    Approved    76,125,472    57,150,034   

47,915,135

(83.8%)

  

9,234,899

(16.2%)

  3-3    Ordinary    Election of Inside Director Chon, Jung-Son    Approved    76,125,472    57,150,034   

43,095,459

(75.4%)

  

14,054,575

(24.6%)

  3-4    Ordinary   

Election of Inside Director

Jeong, Tak

   Approved    76,125,472    57,150,034   

47,914,922

(83.8%)

  

9,235,122

(16.2%)

  3-5    Ordinary   

Election of Inside Director

Chung, Chang-Hwa

   Approved    76,125,472    57,150,034   

48,212,420

(84.4%)

  

8,937,614

(15.6%)

4   4-1    Ordinary   

Election of Outside Director

Yoo, Young-Sook

   Approved    76,125,472    57,150,034   

55,804,481

(97.6%)

  

1,345,553

(2.4%)

  4-2    Ordinary   

Election of Outside Director

Kwon, Tae-Kyun

   Approved    76,125,472    57,150,034   

46,161,776

(80.8%)

  

10,988,258

(19.2%)

5    Ordinary   

Election of an Outside Director to Become an Audit Committee Member

Kim, Sung-Jin

   Approved    67,551,105    48,575,667   

47,228,426

(97.2%)

  

1,347,241

(2.8%)

6    Ordinary    Approval of the Ceiling Amount of Total Remuneration for Directors    Approved    76,125,472    57,150,034   

46,585,100

(81.5%)

  

10,564,934

(18.5%)

 

1)

Number of shares for Audit Committee Member agenda excluded the number of shares that are limited for voting rights.

2)

Exercised shares(A) = Number of shares (B) + Number of shares (C)

3)

Ratio of approval shares (%) : (B/A) x 100

4)

Ratio of objection, spoilt vote and other shares = (C/A) x 100

 

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B. Company’s Effort for Shareholders’ Voting Rights Exercise

As described in A. History of Shareholders’ Exercise of Voting Rights, POSCO provides voting via mail, electronic voting, and proxy solicitation in order to facilitate shareholders’ participation to GMoS. Especially for the GMoS held in 2020 and 2021 under the COVID-19 situation, the company promoted non-contact exercise of voting rights such as voting via mail or electronic voting through company website and online social networking services. Additionally, we provided e-mail address and phone number for inquiries regarding GMoS through the CEO’s letter via mail with the notice of GMoS convocation, and actively responded to shareholders’ inquiries.

 

   

(Picture 1--1) Promotion on the Company Website and Online Social Networking Services

 

LOGO

 

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(Sub-Principle 1-) Company needs to facilitate shareholders to suggest GMoS agendas conveniently and to facilitate them freely asking questions and requesting explanations about shareholders’ suggested agendas at the meeting.

A. Shareholder Proposal Right

Although the company does not provide a guidance on the legally prescribed shareholder proposal procedure on its website, the company provides the information, via emails, about recommendation of Outside Director candidates to its shareholders with a proposal right per relevant laws in order to facilitate their involvement in the recommendation process.

Regarding shareholder proposal standards and procedures for Outside Director candidate recommendation, the company prescribed in the Article 30 of the Articles of Incorporation that by exercising shareholder proposal right in accordance with relevant laws, shareholders may recommend Outside Director candidates to Director Candidate Recommendation and Management Committee (Director Candidate Recommendation Committee, as of May 31, 2021). When the recommendation of an Outside Director candidate is received as shareholder proposal, the Investor Relations(IR) Group checks whether it meets the shareholder proposal requirements. After that, the Director Candidate Recommendation and Management Committee(Director Candidate Recommendation Committee, as of May 31, 2021) verifies the candidate’s eligibility and recommends to the GMoS as an Outside Director candidate.

From January 1, 2019 to May 31, 2021, there was no shareholder proposal with regards to GMoS agenda or no public letter received from institutional investors as part of the Stewardship Code. Accordingly, implementation status related to shareholder proposal or public letter of institutional investors have been omitted. In the future, if there is any shareholder proposal related to agenda of the GMoS, the company will respect shareholders’ opinions so that they can freely ask questions and request explanations at the GMoS.

B. Support for Exercise of Shareholder Proposal Right

In order to facilitate recommendation of candidates for Outside Directors by shareholders who have shareholder proposal rights in accordance with related laws, the company provides guidance on Outside Director candidate recommendations through e-mails. In order to strengthen communication with shareholders and secure various candidates for Outside Directors, from 2018, “Shareholders’ Recommendation System” was introduced which shareholders participate directly in the process of finding candidates for Outside Directors. Like other candidates, the recommended candidates are screened by the Outside Director Candidate Recommendation Advisory Panel.

About 2~3 months before Ordinary GMoS, a letter from the Chairman of Director Candidate Recommendation and Management Committee(Director Candidate Recommendation Committee as of May 31, 2021) is sent to shareholders who can exercise shareholder proposal rights under the Commercial Act, suggesting recommendation of one Outside Director candidate per one shareholder and the recommendation is received by e-mail or mail. For the Ordinary GMoS held in March 2021, the recommendation period was from January 11, 2021 to January 20, 2021.

For the Ordinary GMoS in March 2019, one candidate(law major, professorship, female) was proposed for Outside Director through the Shareholders’ Recommendation procedure and the Outside Director Candidate Recommendation Advisory Panel included the candidate as one of the potential candidates and proceeded discussion. It was concluded that the candidate did not meet the need of the company and was not recommended to the Director Candidate Recommendation and Management Committee. Subsequently, the related information was provided to the recommended organization.

 

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(Sub-Principle 1-) The company needs to prepare mid to long-term shareholder return policy and future plans, including dividends, and to guide them to shareholders.

A. Shareholder Return Policies

In January 2020 at the BoD, the company concretized mid-term dividend policy to improve predictability and transparency on dividends and disclosed through public disclosure, company website and investor relations conference calls. The company’s mid-term dividend policy aims approximately 30% dividend payout ratio for the years from 2020 to 2022. The dividend payout ratio is calculated based on profit attributable to owners of the controlling company in consolidated basis by adjusting one-off expenses without cash outflows. For the year-end dividend, mid-term business plans, dividend yields, cash flows, and other factors are comprehensively considered. The mid-term dividend policy will be disclosed after review on every 3 years.

In addition, by partially amending the Articles of Incorporation in 2016, the company introduced quarterly dividend system so that quarterly dividends can be paid in cash by resolution of the BoD and the quarterly dividends has been continued since the 2nd quarter of 2016.

In April 2020, the BoD resolved on a share repurchase trust contract in order for stable management of stock price and improvement of shareholders’ value. During the contract period, from April 13, 2020 to April 12, 2021, the company finished repurchasing shares worth KRW 1 trillion which is the contract amount.

B. Information Provision of Shareholders Return Policies

In April 2020, the company website related to shareholder return policy was re-organized to provide information on the mid-term dividend policy, dividend details and amounts, and information on share repurchase in Korean and English. In addition, the POSCO dividend information service has been established and operated as a separate website to enable online search of dividend details from the 3rd quarter dividend of 2020. Through the service, information related to shareholder return, such as the company’s investor relations materials, mid-term dividend policy, and share repurchase result is provided in an integrated manner.

 

   

(Picture 1--1) Disclosure of Shareholders Return Policy

 

LOGO

 

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(Sub-Principle 1-) Shareholders right to receive proper level of dividends, etc. based on shareholder return policy and future plan, etc. needs to be respected.

A. Shareholder Return Status

Until 2019, the company disclosed dividend policy of “maintaining long-term stable cash dividend levels including quarterly dividends” on its website and has regularly paid an annual dividend of KRW 8,000 to 10,000 per share, in order to enhance shareholder trust. Accordingly, in 2018 and 2019, we provided cash dividends of KRW 10,000/share per year, respectively.

The company raised shareholders return target to 30% by concretizing mid-term dividend policy to improve predictability and transparency on dividends at the BoD in January 2020. And when calculating a dividend payout ratio, based on profit attributable to owners of the controlling company in consolidated basis, by adjusting one-off expenses without cash outflows the company reinforced linkage with business performance. In 2020, based on KRW 1,816 billion, profit attributable to owners of the controlling company in consolidated basis is KRW 1,602 billion and one-off expenses without cash outflows is KRW 214 billion, the BoD discussed applying adjusted dividend payout ratio of 34.2% and according to the revised mid-term dividend policy, the annual dividend per share was resolved to KRW 8,000 and the total annual dividend of KRW 620 billion was paid.

The shareholder return status for the last 3 fiscal years is as follows.

 

   

(Table 1--1) Shareholder Return Status in the Last 3 Fiscal Years                (Shares, KRW, Billions of KRW, %)

 

Fiscal Year    Month for Year-end
Closing
   Types of Shares   

Share

Dividend

   Cash Dividend
  

Dividend
per
Share

(KRW)

  

Total
Dividend

(Billions
of
KRW)

   Dividend
Ratio to
Market
Value
  Dividend Payout Ratio
 

Consolidated

Basis 1)

 

Separate

Basis

2020

   December    Common    —      8,000    620    3.0%   38.7%   64.2%
   Class    —      —      —      —  

2019

   December    Common    —      10,000    801    4.1%   43.7%   68.1%
   Class    —      —      —      —  

2018

   December    Common    —      10,000    800    4.1%   47.3%   74.6%
   Class    —      —      —      —  

 

   

Dividend per Share: Sum of quarterly dividends/share and year-end dividend/share

 

   

Dividend Payout Ratio:

 

   

Consolidated base is calculated total dividend divided by profit attributable to owners of the controlling company.

 

   

Separate base is calculated total dividend divided by separate profit.

 

   

Dividend Ratio to Market Value is calculated by dividing Dividend per Share to average closing share prices of the 1 week which is the time period prior to the two last trading days before the year-end record date.

 

1)

The adjusted dividend payout ratio with the company’s mid-term dividend policy is different due to adjustment of one-off expenses without cash outflows.

 

   

Adjusted dividend payout ratio in consolidated basis in the last 3 fiscal years : 25.5%(2018), 31.6%(2019), 34.2%(2020)

The company has introduced quarterly dividend system since 2016, and has been maintaining shareholder return through quarterly dividends throughout the year. The details of quarterly dividends for the last 3 fiscal years are as follows. The company has not paid stock dividends or differential dividends in the last 3 fiscal years.

 

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(Table 1--2) Quarterly Dividend Status in the Last 3 Fiscal Years

(KRW, Billions of KRW)

 

Fiscal Year    Quarter   

Resolution Date of

BoD

   Dividend per Share    Total Dividend

2020

   1st    May 8, 2020    1,500    120
   2nd    August 7, 2020    500    40
   3rd    November 6, 2020    1,500    118
   4th    January 28, 2021    4,500    343

2019

   1st    May 10, 2019    2,000    160
   2nd    July 29, 2019    2,000    160
   3rd    November 1, 2019    2,000    160
   4th    January 31, 2020    4,000    321

2018

   1st    May 11, 2018    1,500    120
   2nd    July 27, 2018    1,500    120
   3rd    November 3, 2018    2,000    160
   4th    January 30, 2019    5,000    400

B. Shareholder Right for Shareholder Return

The mid-term dividend policy was newly revised at the BoD in January 2020 to enhance transparency and predictability related to dividends by reflecting the expectations and demands of shareholders. The company raised shareholder return target to 30% of dividend payout ratio, and adjusted one-off expenses without cash outflows from profit attributable to owners of the controlling company so that dividends linked to business performance are paid out. In the future, we will continue to communicate transparently with shareholders in relation to shareholder return and actively reflect the rights of shareholders.

 

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(Core Principle 2) Fair Treatment of Shareholders

 

   

Shareholders need to be given fair voting rights according to the type and number of shares and the company needs to make efforts to furnish system that provides corporate information fairly to shareholders.

 

(Sub-Principle 2-) The company needs to ensure that shareholders’ voting rights are not infringed and to provide company information to shareholders in timely, sufficient and equitable manners.

A. Stock Issuance Information

According to the Articles of Incorporation, the total number of shares which the company is authorized to issue is 200,000,000 shares. As of May 31, 2021, 96,480,625 common shares were issued and 9,293,790 of them were retired for profit, resulting in total of 87,186,835 common shares remained.

So far, the company has not been applied to different classes of shares, and therefore, separate description related to the shares has been omitted.

 

   

(Table 2--1) Share Issuance Status

 

      Authorized Shares *    Issued Shares**    Remarks

Common Shares

   200,000,000    87,186,835    Retirement of 9,293,790 shares

Class Shares

   —      —      —  

 

*

Authorized Shares : Total number of shares that is authorized to issue by the company under the Articles of Incorporation

**

Issued Shares : Total issued shares as of May 31, 2021 deducted by the number of retired shares as of May 31, 2021

B. Voting Rights on Issued Shares

The company does not have any different classes of shares, but issued only common shares. Shareholders exercise fair voting rights in accordance with the principle of 1 voting right per 1 share.

For reference, at the 53rd GMoS in March 2021, the number of shares holding voting rights was 76,125,472 which excludes the company’s treasury stock, 11,061,363 shares.

C. Communication with Shareholders

1) Investor Relations Activities

In January, April, July, and October of each year, we hold annual and quarterly earnings announcements in the form of conference calls presided by the CFO. After the announcement, the company regularly conducts non-deal roadshows (NDR) for institutional investors in Korea, Asia, the Americas, and Europe, and frequently participates in domestic and international conferences held by securities companies to have direct communication on investors’ interests and requests.

CFO, the Head of Finance Office and others if necessary are directly involved in overseas NDRs to share the company’s performance and mid and long-term strategic direction with investors, and thereby strive to provide higher-level feedback on shareholder interests. Especially, since 2018, we have provided opportunities for direct communication between Outside Directors and shareholders to improve understanding of the company’s corporate governance and to strengthen communication with shareholders.

In addition, the company has established a section for IR meeting request on the website for investors who want to visit the company directly and holds frequent meetings, and provides diverse IR activities that reflect investors’ interests.

 

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Since February 2020, due to widespread of COVID-19 and social distancing policy as one of the counter-measures, it is difficult to hold face-to-face meetings. But with frequent conference calls, we are having active communication with domestic and foreign investors and working to expand our investors pool. In addition, we are actively communicating with investors through conferences and conference calls on ESG-related issues that have recently emerged.

 

   

(Table 2--2) Major IR Events, Conference Calls, and Discussions with Shareholders from January 1, 2020 to March 31, 2021

 

Date    Counterpart    Meeting
Type
   Subject    Remarks
January 31, 2020    Domestic institutional investors, Analysts    Conference call   

Earnings release

(Provisional business outcome of FY2019 and Q&A session)

    
February 3 ~ 6, 2020    Domestic institutional investors    NDR   

Earnings release

(Provisional business outcome of FY2019 and Q&A session)

    
February 18 ~ 20, 2020    Foreign institutional investors    Conference   

Goldman Sachs Conference

(Earnings, markets, business issues, etc.)

    
February 20 ~ March 6 & 10, 2020    Foreign institutional investors    Conference   

JP Morgan Korea Conference

(Earnings, markets, business issues, etc.)

    

March 9~18

2020

   Foreign institutional investors    Conference   

Credit Suisse Korea Conference

(Earnings, markets, business issues, etc.)

    
April 13, 2020    Steel analysts    IR    Group conference regarding treasury stock     
April 24, 2020    Domestic institutional investors, Analysts    Conference call   

Earnings release

(Provisional business outcome of 1st quarter of FY2020 and Q&A session)

    
April 27~29, 2020    Domestic institutional investors    NDR   

Earnings release

(Provisional business outcome of 1st quarter of FY2020 and Q&A session)

    
May 19~21, 2020    Foreign institutional investors    Conference   

BofAML Conference

(Earnings, markets, business issues, etc.)

    
May 26~27 & June 2, 2020    Foreign institutional investors    Conference   

Macquarie Conference

(Earnings, markets, business issues, etc.)

    
June 1~5, 2020    Foreign institutional investors    Conference   

Nomura Conference

(Earnings, markets, business issues, etc.)

    
June 17 & 23, 2020    Foreign institutional investors    Conference   

UBS Conference

(Earnings, markets, business issues, etc.)

    
June 18~19, 2020    Foreign institutional investors    Conference   

Morgan Stanley Conference

(Earnings, markets, business issues, etc.)

    
July 21, 2020    Domestic institutional investors, Analysts    Conference call   

Earnings release

(Provisional business outcome of 2nd quarter of FY2020 and Q&A session)

    
July 22~28, 2020    Domestic institutional investors    NDR   

Earnings release

(Provisional business outcome of 2nd quarter of FY2020 and Q&A session)

    
August 19~20, 2020    Foreign institutional investors    Conference   

Daiwa Conference

(Earnings, markets, business issues, etc.)

    
August 26~27, 2020    Foreign institutional investors    Conference   

Citi Conference

(Earnings, markets, business issues, etc.)

    
September 16~17, 2020    Domestic institutional investors    Conference   

KB Securities Korea Conference

(Earnings, markets, business issues, etc.)

    
September 21, 2020    Domestic and foreign institutional analysts    IR    Analysts conference call with the Head of Finance Office     
September 22~23, 2020    Foreign institutional investors    Conference   

BofAML Conference

(Earnings, markets, business issues, etc.)

    

 

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September 24, 2020    Foreign institutional investors    NDR   

UBS, Major institutional investors NDR

(Earnings, markets, business issues, etc.)

    
October 12, 2020    Domestic institutional investors    Conference    HI Investment & Securities, Wind power generation related conference     
October 23, 2020    Domestic institutional investors, Analysts    Conference call   

Earnings release

(Provisional business outcome of 3rd quarter of FY2020 and Q&A session)

    
October 23, 2020    Foreign institutional investors    IR   

Earnings release

(Provisional business outcome of 3rd quarter of FY2020 and Q&A session)

   Virtual Foreign IR
October 26~29, 2020    Domestic institutional investors    NDR   

Earnings release

(Provisional business outcome of 3rd quarter of FY2020 and Q&A session)

    
November 12, 2020    Foreign institutional investors    Conference   

UBS Conference

(Earnings, markets, business issues, etc.)

    
November 16~17, 2020    Foreign institutional investors    Conference   

Daiwa Conference

(Earnings, markets, business issues, etc.)

    
November 18, 2020    Domestic analysts    IR    Analysts conference call with the Head of Finance Office     
December 9, 2020    Foreign institutional investors    Conference   

BofAML Conference

(Earnings, markets, business issues, etc.)

    
December 18, 2020    Domestic institutional investors    Conference   

NH Investment & Securities ESG Conference

(Climate Action Report)

    
January 1 ~December 31, 2020    Domestic and foreign institutional investors, analysts    IR   

Individual meetings and conference calls per request of shareholders and investors

- Conference calls due to COVID-19

   95 times in 2020
January 28, 2021    Domestic institutional investors, Analysts    Conference call   

Earnings release

(Provisional business outcome of FY2020 and Q&A session)

    
January 28~29, 2021    Foreign institutional investors    IR   

Earnings release

(Provisional business outcome of FY2020 and Q&A session)

   Virtual Foreign IR
February 1~4, 2021    Domestic institutional investors, Analysts    NDR   

Earnings release

(Provisional business outcome of FY2020 and Q&A session)

    
February 16~18 & March 16, 2021    Foreign institutional investors    Conference   

JP Morgan Conference

(Earnings, markets, business issues, etc.)

    
February 17, 2021    Domestic and foreign institutional investors    Conference   

Korea Investment & Securities

Korea Conference

(Earnings, markets, business issues, etc.)

    
February 19, 2021    Foreign institutional investors    Conference   

Goldman Sachs Korea Conference

(Earnings, markets, business issues, etc.)

    
March 15~16, 2021    Foreign institutional investors    Conference   

Macquarie Conference

(Earnings, markets, business issues, etc.)

    
March 26, 2021    Domestic and foreign institutional investors    Conference    Samsung Securities, ESG Conference     
March 29, 2021    Domestic analysts    IR    Analysts conference call with the Head of Finance Office     
March 30, 2021    Foreign institutional investors    Conference   

Nomura Conference

(Earnings, markets, business issues, etc.)

    
April 26, 2021    Domestic institutional investors, Analysts    Conference call   

Earnings release

(Provisional business outcome of 1st quarter of FY2021 and Q&A session)

    
April 26, 2021    Foreign institutional investors    IR   

Earnings release

(Provisional business outcome of 1st quarter of FY2021 and Q&A session)

   Virtual Foreign IR
April 27~29, 2021    Domestic institutional investors    NDR   

Earnings release

(Provisional business outcome of 1st quarter of FY2021 and Q&A session)

    

 

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May 28, 2021    Domestic institutional investors    IR   

POSCO Group Day

(Green and Mobility)

    
January 1~May 31, 2021    Domestic and foreign institutional investors, analysts    IR   

Individual meetings and conference calls per request of shareholders and investors

- Conference calls due to COVID-19

   43 times

2) Status of Company Information Disclosure

The company discloses e-mail address of the IR department on the company website, and shareholders can send opinions or questions to the IR department through the inquiry section. Inquiries to shareholders received by e-mail are reviewed and answered by the IR persons in charge.

In addition, it is accessible to an IR-only phone through the company’s representative phone posted on the company website, and we respond to shareholders’ inquiries.

In addition, the company information including IR materials are disclosed to all shareholders in a timely and fair manner at the Korea Exchange electronic disclosure system, KIND (http://kind.krx.co.kr), the Financial Supervisory Service electronic disclosure system DART (http://dart.fss.or.kr), and the company website, etc.

3) Information for Foreign Shareholders

The company operates an English website for foreign shareholders, and inquiries can be forwarded to the IR department by using the email address of the IR department or the Q&A section. Inquiries received are answered after checks by the IR persons in charge. In addition, the company has been participating in the Korea Exchange’s English disclosure strengthening campaign since 2020 and has strengthened disclosure of information to foreign investors by actively utilizing the English disclosure of the electronic disclosure system, KIND.

As the company listed American Depositary Receipts(ADR) on the New York Stock Exchange (NYSE), we submit English disclosures to the EDGAR system (https://www.sec.gov/edgar) of the U.S. Securities and Exchange Commission(SEC). In addition, the IR contact information is provided on Form 20-F submitted to the SEC, so that shareholders can submit inquiries.

 

   

(Table 2--3) English Disclosure to KIND System from January 1, 2020 to May 31, 2021

 

Date of

Disclosure

   Disclosure Title    Contents
June 30, 2020    Details of Corporate Governance Report    English-translated Corporate Governance Report
August 10, 2020    Details of Sustainability Report, etc. (Voluntary Disclosure)    English-translated POSCO Corporate Citizenship Report
September 15, 2020    Decision on Closure of Shareholder’s Registry(Including the record date) for Quarterly/Interim dividend    Record date notice for quarterly dividend
September 17, 2020    Organization of Investor Relations Event    Notice disclosure for IR event
October 6, 2020    Submission on Annual Report or Other Documents Submitted to Overseas Exchange, etc.    Semi Annual Report submitted to the Japanese Finance Bureau
October 13, 2020    Organization of Investor Relations Event    Notice disclosure for IR event
October 26, 2020    Interim Report on Business Performance(Fair Disclosure)    Provisional business performance for the 3rd quarter of 2020
October 26, 2020    Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)    (Consolidated basis) Provisional business performance for the 3rd quarter of 2020
November 9, 2020    Decision on Cash Dividend and Dividend in Kind    Decision on quarterly cash dividend
December 17, 2020    Closure of Register of Shareholders or Designation of Record Date    Record date notice for year-end dividend

 

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January 18, 2021    Organization of Investor Relations Event    Notice disclosure for IR event
January 22, 2021    Decision on Paid-in Capital Increase (Material Business Matters of Subsidiary Company)    (Subsidiary’s material business matter) Decision on capital increase with consideration
January 29, 2021    Forecast on Business Performance, etc. (Fair Disclosure)    Outlook of 2021 sales, etc.
January 29, 2021    Forecast on Business Performance according to Consolidated Financial Statements(Fair Disclosure)    (Consolidated basis) Outlook of 2021 sales, etc.
January 29, 2021    Interim Report on Business Performance(Fair Disclosure)    Provisional business performance for the year 2021
January 29, 2021    Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)    (Consolidated basis) Provisional business performance for the year 2021
January 29, 2021    30% or More Changes in Sales or Profits/Losses (15% or More in the case of Large-scale Corporations)    15% or more change in sales or profit and loss structure
January 29, 2021    Decision on Calling Shareholders’ Meeting   

Resolution on GMoS convocation

– Date and location

January 29, 2021    Decision on Cash Dividend and Dividend in Kind    Decision on year-end cash dividend
January 29, 2021    An Explanation for Rumors or Media Reports    An Explanation for Rumors or Media Reports
February 4, 2021    Suspension of Business (Material Business Matters of Subsidiary Company)    (Subsidiary’s material business matter) Suspension of business
February 19, 2021    [Revised] Decision on Calling Shareholders’ Meeting   

[Amendment] Resolution on GMoS convocation

- Addition of agendas

March 15,

2021

   Notice on Change of CEO    Changes of representative directors

March 15,

2021

   Outcome of Annual Shareholders’ Meeting    Result of Ordinary GMoS
April 13, 2021    Decision on Termination of Trust Contract for Acquisition of Treasury Stocks    Termination of trust contract for share repurchase
April 13, 2021    Organization of Investor Relations Event    Notice disclosure for IR event
April 13, 2021    Interim Report on Business Performance(Fair Disclosure)    Provisional business performance for the 1st quarter of 2021
April 13, 2021    Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)    (Consolidated basis) Provisional business performance for the 1st quarter of 2021
April 27, 2021    [Revised] Forecast on Business Performance, etc. (Fair Disclosure)    [Amendment] Outlook of 2021 sales, etc.
April 27, 2021    [Revised] Forecast on Business Performance according to Consolidated Financial Statements(Fair Disclosure)    [Amendment](Consolidated basis) Outlook of 2021 sales, etc.
April 27, 2021    Interim Report on Business Performance(Fair Disclosure)    Provisional business performance for the 1st quarter of 2021
April 27, 2021    Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)    (Consolidated basis) Provisional business performance for the 1st quarter of 2021
April 27, 2021    [Revised] Report on Business Performance according to Consolidated Financial Statements (Fair Disclosure)   

[Amendment] (Consolidated basis) Provisional business performance for the 1st quarter of 2021

–Amendment on the disclosure of April 13, 2021

May 6, 2021    Submission on Annual Report or Other Documents Submitted to Overseas Exchange, etc.    Form 20-F submitted to the SEC
May 20, 2021    Decision on Cash Dividend and Dividend in Kind    Decision on quarterly cash dividend

 

•  The company listed American Depositary Receipts on the New York Stock Exchange and under the rules of the U.S. Securities and Exchange Commission, we submit English public disclosures such as Form 20-F, Form 6-K, Form SD, etc.

 

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4) Fair Disclosure

The company is actively utilizing the fair disclosure system to provide shareholders with sufficient information in a timely manner. In particular, fair disclosures and informative disclosures related to performance announcements are conducted on a regular basis in every quarter. The list of fair disclosures from January 1, 2020 to May 31, 2021 are as follows:

 

   

(Table 2--4) List of Fair Disclosures

 

Date of

Disclosure

   Disclosure Title    Contents
January 15, 2020    Organization of Investor Relations Event    The purpose, methods, summary of IR event
January 23, 2020    Organization of Investor Relations Event    The purpose, methods, summary of IR event
January 31, 2020    Occasional disclosure obligations    Fair disclosure of mid-term dividend policy
January 31, 2020    Outlook on business performance    Outlook on separate basis of revenue, capital expenditure
January 31, 2020    Outlook on business performance on consolidated basis    Outlook on consolidated basis of revenue, capital expenditure
January 31, 2020    Provisional business performance    Provisional revenue, operating profit, profit, etc. on separate basis
January 31, 2020    Provisional business performance on consolidated basis    Provisional revenue, operating profit, profit, etc. on consolidated basis
April 10, 2020    Organization of Investor Relations Event    The purpose, methods, summary of IR event
April 24, 2020    Outlook on business performance    Outlook on separate basis of revenue, capital expenditure
April 24, 2020    Outlook on business performance on consolidated basis    Outlook on consolidated basis of revenue, capital expenditure
April 24, 2020    Provisional business performance    Provisional revenue, operating profit, profit, etc. on separate basis
April 24, 2020    Provisional business performance on consolidated basis    Provisional revenue, operating profit, profit, etc. on consolidated basis
July 9, 2020    Organization of Investor Relations Event    The purpose, methods, summary of IR event
July 21, 2020    Provisional business performance    Provisional revenue, operating profit, profit, etc. on separate basis
July 21, 2020    Provisional business performance on consolidated basis    Provisional revenue, operating profit, profit, etc. on consolidated basis
July 21, 2020    Outlook on business performance    Outlook on separate basis of revenue, capital expenditure
July 21, 2020    Outlook on business performance on consolidated basis    Outlook on consolidated basis of revenue, capital expenditure
July 30, 2020    Outlook on business performance    Outlook on separate basis of revenue, capital expenditure
July 30, 2020    Outlook on business performance on consolidated basis    Outlook on consolidated basis of revenue, capital expenditure
September 17, 2020    Organization of Investor Relations Event    The purpose, methods, summary of IR event
October 12, 2020    Organization of Investor Relations Event    The purpose, methods, summary of IR event
October 23, 2020    Provisional business performance on consolidated basis    Provisional revenue, operating profit, profit, etc. on consolidated basis
October 23, 2020    Provisional business performance    Provisional revenue, operating profit, profit, etc. on separate basis
January 14, 2021    Organization of Investor Relations Event    The purpose, methods, summary of IR event
January 28, 2021    Outlook on business performance    Outlook on separate basis of revenue, crude steel production, product sales volume
January 28, 2021    Outlook on business performance on consolidated basis    Outlook on consolidated basis of revenue
January 28, 2021    Provisional business performance    Provisional revenue, operating profit, profit, etc. on separate basis
January 28, 2021    Provisional business performance on consolidated basis    Provisional revenue, operating profit, profit, etc. on consolidated basis
March 26, 2021    Organization of Investor Relations Event    The purpose, methods, summary of IR event
April 12, 2021    Provisional business performance    Provisional revenue, operating profit on separate basis

 

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April 12, 2021    Provisional business performance on consolidated basis    Provisional revenue, operating profit on consolidated basis
April 12, 2021    Organization of Investor Relations Event    The purpose, methods, summary of IR event
April 26, 2021    Outlook on business performance    Outlook on separate basis of revenue, product sales volume
April 26, 2021    Outlook on business performance on consolidated basis    Outlook on consolidated basis of revenue
April 26, 2021    Provisional business performance    Provisional revenue, operating profit, profit, etc. on separate basis
April 26, 2021    Provisional business performance on consolidated basis    Provisional revenue, operating profit, profit, etc. on consolidated basis
April 26, 2021    Provisional business performance on consolidated basis    Provisional revenue, operating profit on consolidated basis

5) Unfaithful Disclosure Corporation

The company has not been designated as an unfaithful disclosure corporation from January 1, 2020 until May 31, 2021 and therefore, the table for the list of designation of unfaithful disclosure corporation and its details has been omitted.

D. Provision of Corporate Information to Shareholders

As referred on C. Communication with Shareholders, the company provides company information including IR materials on its website and public disclosure websites such as DART(http://dart.fss.or.kr), KIND(http://kind.krx.co.kr), etc. fairly to all shareholders in a timely manner. In addition, as the company listed American Depositary Receipts(ADR) on the New York Stock Exchange(NYSE), we submit English disclosures to the EDGAR system (https://www.sec.gov/edgar) of the U.S. Securities and Exchange Commission(SEC). The company runs website with English and provides English translations of IR materials, independent auditors’ quarterly, interim review reports and annual audit reports thereby, giving a fair access to the corporate information to all of its shareholders, whether domestic or foreign.

 

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(Sub-Principle 2-) The company needs to prepare and operate mechanism to protect shareholders from unfair internal transactions and self-transactions of other shareholders such as controlling shareholders.

A. Corporate Control System related to Internal Transactions and Self-Transaction

In order to prevent internal transactions for the purpose of private profits by management or controlling shareholders, the company has prepared separate internal control related rules. First of all, the internal accounting management regulations are managed by the resolution of Audit Committee. And regarding transactions of funds, assets, and securities over certain amounts conducted by the company’s largest shareholder, including its related parties, and the company’s related parties are ruled to be resolved by the BoD. The company established Finance and Related Party Transactions Committee to deliberate and decide on large-scale internal transactions of from KRW 5 billion to less than KRW 100 billion, and in the case of large-scale internal transactions of from KRW 100 billion or more, the Committee conducts prior deliberation and it needs approval from the BoD. Please refer to “3. Board of Directors(BoD)” for the details of internal transactions decided or deliberated by the Finance and Related Party Transactions Committee.

 

*

As of May 31, 2021, due to changes in the Special Committees at the GMoS held in March 2021, deliberation and resolution functions were transferred from Finance and Related Party Transactions Committee to ESG Committee.

 

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In 2020, the Company did not provide credit grants to major shareholders, assets transfer or business transactions with major shareholders. The major transactions between the company and related parties (affiliated companies) are as follows.

 

(in millions of Won)    Sales and others(*1)      Purchase and others(*2)  
      Sales      Others      Purchase of
material
     Purchase of
fixed assets
     Outsourced
processing
cost
     Others  

Subsidiaries(*3)

                                                     

POSCO ENGINEERING & CONSTRUCTION CO.,LTD.

     6,790        11,123        15        772,846        220        63,467  

POSCO COATED & COLOR STEEL Co., Ltd.

     418,619        1,820        —          —          28,523        639  

POSCO ICT(*4)

     2,747        4,996        —          374,914        41,384        181,554  

eNtoB Corporation

     15        60        214,750        34,217        76        25,870  

POSCO CHEMICAL CO., LTD

     258,154        34,944        456,780        23,003        304,135        4,816  

POSCO ENERGY CO., LTD.

     1,262        2,396        14,011        3        —          23,336  

POSCO INTERNATIONAL Corporation

     5,644,017        56,322        342,520        —          11,371        4,375  

POSCO Thainox Public Company Limited

     311,924        137        2,538        —          —          —    

POSCO America Corporation

     121,377        —          —          —          —          1,249  

POSCO Canada Ltd.

     —          1,325        162,385        —          —          —    

POSCO Asia Co., Ltd.

     1,514,154        1,060        151,373        4,331        1,508        3,915  

Qingdao Pohang Stainless Steel Co., Ltd.

     145,006        66        —          —          —          305  

POSCO JAPAN Co., Ltd.

     1,076,987        —          37,210        5,277        —          6,225  

POSCO-VIETNAM Co., Ltd.

     253,060        605        —          —          —          96  

POSCO MEXICO S.A. DE C.V.

     168,188        403        —          —          —          2,000  

POSCO Maharashtra Steel Private Limited

     328,943        2,507        —          —          —          479  

POSCO(Suzhou) Automotive Processing Center Co., Ltd.

     112,925        —          —          —          —          —    

POSCO VST CO., LTD.

     208,464        218        —          —          —          156  

POSCO INTERNATIONAL SINGAPORE PTE LTD.

     —          —          600,580        —          —          —    

Others

     1,331,672        23,017        73,575        45,695        270,821        135,698  

Sub Total

     11,904,304        140,999        2,055,737        1,260,286        658,038        454,180  

Associates and joint ventures(*3)

                                                     

POSCO PLANTEC Co., Ltd.(*5)

     65        41        916        84,839        4,086        12,431  

SNNC

     5,651        4,739        545,001        —          —          —    

POSCO-SAMSUNG-Slovakia Processing Center

     40,512        —          —          —          —          —    

Roy Hill Holdings Pty Ltd

     —          91,188        1,300,296        —          —          —    

Others

     34,555        69,110        63,945        —          —        31,637  

Sub Total

     80,783        165,078        1,910,158        84,839        4,086        44,068  

Total

     11,985,087        306,077        3,965,895        1,345,125        662,124        498,248  

 

(*1)

Sales and others mainly consist of sales of steel products to subsidiaries, associates and joint ventures.

(*2)

Purchases and others mainly consist of subsidiaries’ purchases of construction services and purchases of raw materials to manufacture steel products.

(*3)

As of December 31, 2020, the company provided guarantees to related parties

(*4)

Others (purchase) mainly consist of service fees related to maintenance and repair of ERP System.

(*5)

During the year ended, 2020, the company has lost significant influence over the investee.

 

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As of December 31, 2020, the details of receivables and payables between the company and the related parties (affiliated companies) are as follows.

 

(in millions of Won)    Receivables      Payables  
      Trade
accounts
and notes
receivable
     Others      Total      Trade
accounts
and notes
payable
     Accounts
payable
     Others      Total  

Subsidiaries

                                                              

POSCO ENGINEERING & CONSTRUCTION CO.,LTD.

     6,010        11        6,021        —          81,608        394        82,002  

POSCO COATED & COLOR STEEL Co., Ltd.

     63,520        —          63,520        —          180        3,709        3,889  

POSCO ICT

     245        1        246        2,820        118,720        31,411        152,951  

eNtoB Corporation

     —          —          —          1,361        35,846        18        37,225  

POSCO CHEMICAL CO., LTD

     19,406        3,434        22,840        13,066        55,515        18,531        87,112  

POSCO ENERGY CO., LTD.

     261        122        383        —          2,995        12,508        15,503  

POSCO INTERNATIONAL Corporation

     534,531        —          534,531        2,713        —          —          2,713  

POSCO Thainox Public Company Limited

     39,920        —          39,920        —          —          —          —    

POSCO America Corporation

     19        —          19        —          —          —          —    

POSCO Asia Co., Ltd.

     239,847        898        240,745        3,958        258        —          4,216  

Qingdao Pohang Stainless Steel Co., Ltd.

     25,838        —          25,838        —          —          —          —    

POSCO MEXICO S.A. DE C.V.

     71,307        397        71,704        —          —          —          —    

POSCO Maharashtra Steel Private Limited

     173,285        2,006        175,291        —          —          —          —    

Others(*1)

     557,841        29,962        587,803        41,564        32,785        86,891        161,240  

Sub Total

     1,732,030        36,831        1,768,861        65,482        327,907        153,462        546,851  

Associates and joint ventures

                                                              

SNNC

     106        228        334        33,380        —          —          33,380  

Roy Hill Holdings Pty Ltd

     —          52,076        52,076        201,924        —          —          201,924  

Others

     818        17,882        18,700        6,704        —          —          6,704  

Sub Total

     924        70,186        71,110        242,008        —          —          242,008  

Total

     1,732,954        107,017        1,839,971        307,490        327,907        153,462        788,859  

 

(*1)

As of December 31, 2020, the company has loans amounting to KRW 2,950 million granted to Suncheon Eco Trans Co., Ltd., a subsidiary of the Company, and its loss allowance recognized is amounting to KRW 2,950 million.

 

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3. Board of Directors(BoD)      

 

(Core Principle 3) Function of BoD

 

•  BoD needs to determine the company’s business goals and strategies for the benefit of the company and shareholders, and to effectively supervise the management.

 

(Sub-Principle 3-) BoD needs to effectively perform business decision-makings and management supervision.

A. Operation Policy of BoD

The BoD of the company decides important matters of the company, such as setting business goals and core business strategies for the benefit of the company and shareholders in accordance with relevant laws and the Operational Regulations of the Board of Directors. And the concrete roles of the BoD are specified in the Article 38 (1) of the Articles of Incorporation and the Operational Regulations of the Board of Directors.

Other than BoD and Special Committees, strategic sessions are held in which Board members and major non-registered executive officers participate in order for BoD’s effective fulfillment of roles. There are also regular meetings centered on Outside Directors to collect opinions proactively on agendas of the BoD.

Each agenda is thoroughly reviewed before making decisions by the BoD and if necessary, opinions are collected through a pre-meeting report and reflected in the agenda. Also, regular visitations of major business sites are conducted to enhance understanding on businesses.

As of December 31, 2020, the matters for the agenda of BoD and Special Committees are as follows.

 

   

(Table 3-①-1) Deliberation and Report Items for BoD and Special Committees

(As of December 31, 2020)

Board of  Directors  

 

(BoD)

  

[Deliberation Items]

 

1. GMoS

(1)   Convocation of GMoS

(2)   Approval on statements of financial position, comprehensive income, changes in equity, cash flows and notes, statements of appropriation of retained earnings or statements of disposition of deficit and accompanying statements, and consolidated financial statements in every settlement term

(3)   Approval of annual report

(4)   Amendments on the Articles of Incorporation

(5)   Retirement of shares

(6)   Remuneration, retirement benefits of Directors

(7)   Other agendas to be submitted to GMoS

 

2. Business

(1)   Establishment of business goals and core business strategies (mid and long-term business plans, annual operating objectives, business rationalization plans, etc.)

(2)   Important CI establishment and modification (corporate philosophy, flag, badge, etc.)

(3)   Group-level restructuring plans

(4)   Yearly business plans

(5)   Appointment of the Chairman of the BoD

(6)   Recommendation of candidates for Inside Directors

(7)   Appointment of the CEO and the Representative Director, appointment of Representative Directors among Inside Directors, and providing position of Inside Directors

 

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(8)   Management succession and management training plans

(9)   Management evaluation and compensation plans

(10)  Composition and operation plans for Special Committees under the BoD

(11)  Determination on expert assistance for Directors

(12)  Matters concerning the composition and operation of CEO Candidate Recommendation Committee and the Succession Council

(13)  Enact, amend or repeal of the following company regulations

A. Operational Regulations of the Board of Directors and Audit Committee

 

3. Investment and Finance

 

(1)   New external investments, capital increase or investment shares disposal of invested companies (KRW 100 billion or more, investment and capital increase includes borrowings and liabilities that the company takes)

(2)   In-house investment plans (New establishment or expansion project of KRW 200 billion or more)

(3)   Acquisition and disposal of tangible, intangible, fixed assets or important investment assets ( KRW 200 billion or more, based on book value per unit of invested assets)

(4)   Deficit disposal

(5)   Decision on appropriation of retained earnings

(6)   Decision of new shares issuance

(7)   Forfeited and odd-lot shares disposal

(8)   Retirement of treasury stock for profit

(9)   Decision to repurchase and dispose of treasury stock

(10)  Transfer of reserve fund to equity

(11)  Issuance of corporate bonds and important borrowings (long-term borrowings over KRW 100 billion)

(12)  Issuance of convertible bonds

(13)  Issuance of bond with warrant

(14)  Donation (Over KRW 1 billion)

 

4. Others

 

(1)   Filing lawsuit or arbitration, responding to a court reconciliation or mediation, or taking other legal actions equivalent to KRW 100 billion or more.

(2)   Transactions with the largest shareholder of the company (including its related parties) and with related parties as prescribed by the Commercial Act

A. A single transaction size of one-hundredth or more of total assets or revenue as of the end of the latest fiscal year

B. During the current fiscal year, the total current fiscal year transaction amount including transaction with specific persons or business entities becomes 5% or more of total assets or revenue as of the end of the latest fiscal year (However, it is excluded when it is ordinary transactions that the total amount of the transactions are approved and the transactions amounts occurred within the approved amount.)

(3)   Transactions with related parties under the Monopoly Regulation and Fair Trade Act.

A. Provision or transaction of funds such as provisional payments or loans, etc. (KRW 100 billion or more)

B. Provision or transaction of shares or bonds of the company (KRW 100 billion or more)

C. Provision or transaction of assets such as real estates or intangible property rights (KRW 100 billion or more)

(4)   Appointment of transfer agent

(5)   Decision on administration fees treatment for shares of the company

(6)   Establishment, transfer or closure of branches

(7)   Approval of transactions between Directors and the company

(8)   Compliance officers appointment or dismissal, enactment or amendment of compliance standards

(9)   Other matters by laws or Articles of Incorporation, and matters submitted by Directors in relation to business execution

 

[Report Items]

 

1.  Result of matters delegated to Special Committees

2.  Important matters related to operation of invested companies

3.  Report the results of the compliance officer’s compliance checks

4.  Other important business execution matters

 

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Director Candidate Recommendation and Management Committee   

1.  Qualification review of Outside Director candidates and recommendation to GMoS

2.  Preliminary review and qualification review of Inside Director candidates

3.  Prior deliberation on appointment of members of Special Committees

4.  Prior deliberation of appointment of Representative Directors other than the Representative Director and CEO

5.  Operation of Outside Director Candidate Recommendation Advisory Panel

6.  Other matters necessary for recommending candidates for Outside Directors

7.  Agenda development and establishment of operating standards of the BoD and Special Committees

8.  Prior deliberation on revision or repeal of the Operational Regulations of the Board of Directors

9.  Prior deliberation of the composition and operation of the Special Committees under the BoD

Evaluation and Compensation Committee   

1.  Establishment of management succession and management training plan

2.  Establishment of plan for management evaluation and compensation, and execution

3.  Prior deliberation on remuneration and retirement allowance of Directors

Finance and Related Party Transactions Committee   

1.  Developing policies for soundness of company’s internal value and finance

2.  Prior deliberation in case of filing in litigation or arbitration, or responding to reconciliation or mediation in the process of trial or taking any equivalent level of legal actions with the amount of KRW 100 billion or more

3.  External Investments (Business units other than Steel)

(1)   Prior deliberation on new external investments, capital increase or investment shares disposal of invested companies (KRW 100 billion or more. Investment and capital increase includes borrowings and liabilities that the company takes) However, the internal transaction deliberations under the paragraph 9 are excluded.

(2)   Approval on new external investments, capital increase or investment shares disposal of invested companies (From KRW 10 billion or more to less than KRW 100 billion. Investment and capital increase includes borrowings and liabilities that the company takes.) Deliberations and resolutions of internal transactions under the paragraph 9 are excluded.

4.  Deliberation and resolution of donation from over KRW 100 million to KRW 1 billion and Prior deliberation of donation over KRW 1 billion (Deliberation agendas under paragraph 9 are excluded)

5.  Deliberation and resolution on bond issuance and important borrowings (including refinancing borrowings exceeding KRW 100 billion)

6.  Prior deliberation on bond issuance and important borrowings (new long-term borrowings exceeding KRW 100 billion)

7.  Deliberation and resolution on offering non-current assets as collateral

8.  Deliberation and resolution on takeover of debt such as collateral, guarantee, etc. from invested company (excluding the case involving steel investment). Deliberations and resolutions of internal transactions under the paragraph 9 are excluded.

9.  Internal transactions under Monopoly Regulation and Fair Trade Act (The act of providing or trading funds, securities, or assets with related party as business counterpart or for related party)

A. Review of internal transaction-related issues and improvement measures

B. Prior deliberation on internal transaction (Amount KRW 100 billion or more)

C. Deliberation and resolution of internal transactions (Amount from KRW 5 billion to less than KRW 100 billion)

10.  Appointment of Fair Trade Compliance Manager

Audit

Committee

  

①   The matters to be submitted to the Committee are as follows.

1.  Setting the work scope of the committee

2.  Matters that the BoD or Representative Directors delegated

3.  Request for Extraordinary GMoS

4.  Consulting of external experts

5.  Audit of the legitimacy of management’s business execution

6.  Review soundness and validity of the company’s financial activities and the appropriateness of financial reporting

7.  Review the validity of important accounting standards or changes in accounting estimates

8.  Evaluation of the operation status of the internal accounting management system

9.  Evaluation of the internal control system

10.  Agreement on appointment or dismissal of internal audit department representative

11.  Contract for appointment, remuneration and non-audit services of independent auditors

12.  Evaluation of independent auditors’ audit activities

13.  Report internal audit department’s annual audit plan and results

 

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14.  Report on the evaluation results of the company’s ethical compliance

15.  An independent auditor reports on important facts of the company’s Directors’ misconduct or in violation of laws or Articles of Incorporation

16.  Report that independent auditors have violated the company’s accounting standards

17.  Enactment, amendment or repeal of internal accounting management regulations

18.  Other items deemed necessary by each committee member

② In principle, prior approval is required for contracts for independent auditor appointment, remuneration and non-audit services. However, if it is difficult to obtain prior approval due to urgency, etc., the contract may be concluded with the approval of the Chairman or a member who has been delegated the authority. And the Chairman, etc. who has approved this matter must report the details to the Committee convened for the first time after the date of contract approval.

Executive Management Committee   

1. Business

(1)   Position system, important matters related to human resource development and coordination

(2)   Important matters about changing the work system and welfare

(3)   New establishment plan for chair-professor

(4)   Housing Policy Establishment (Housing fund support standard and plan for housing construction)

(5)   Decision on closure of shareholders’ registry

2. Finance

(1)   Prior deliberation on in-house investment plan

•  New establishment or expansion investment of KRW 200 billion or more

(2)   Approval on in-house investment plan

•  New establishment or expansion investment from KRW 10 billion or more to less than KRW 200 billion.

•  Investment of KRW 10 billion or more other than new establishment or expansion (In case of ordinary investment, KRW 5 billion or more)

(3)   Prior deliberation on new external investments, capital increase or investment shares disposal of invested companies in Steel Business Unit (KRW 100 billion or more. Investment or capital increase amount includes borrowings and liabilities that the company takes)

(4)   Approval on new external investments, capital increase or investment shares disposal of invested companies in Steel Business Unit (Amount of KRW 10 billion or more to less than KRW 100 billion. Investment or capital increase amount includes borrowings and liabilities that the company takes)

(5)   Acquisition or disposal of tangible, intangible, fixed or important investment assets from KRW 10 billion or more to less than KRW 200 billion (Based on book value per unit of invested assets)

(6)   Technology application and technology sales contract approval of over USD 1 million

(7)   Acquisition of debt such as guarantees for invested company’s collateral involving steel investments

3.  Other matters that the Chairman deems necessary or deemed necessary by each committee member

As of May 31, 2021, due to the reorganization of the Special Committees at the GMoS held in March 2021, the agendas for BoD and Special Committees within the BoD are changed as follows.

 

   

Deliberation and Report Items for BoD and Special Committees                

(As of May 31, 2021)

Board of Directors

(BoD)

  

[Deliberation Items]

1. GMoS

(1)   Convocation of GMoS

(2)   Approval on statements of financial position, comprehensive income, changes in equity, cash flows and notes, statements of appropriation of retained earnings or statements of disposition of deficit and accompanying statements, and consolidated financial statements in every settlement term

(3)   Approval of annual report

(4)   Amendments on the Articles of Incorporation

(5)   Retirement of shares

(6)   Remuneration, retirement benefits of Directors

(7)   Other agendas to be submitted to GMoS

 

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2.  Business

(1)   Establishment of business goals and core business strategies (mid and long-term business plans, annual operating objectives, business rationalization plans, etc.)

(2)   Establishment of low-carbon policies related to environment and climate change

(3)   Safety and health plan

(4)   Important CI establishment and modification (corporate philosophy, flag, badge, etc.)

(5)   Group-level restructuring plans

(6)   Yearly business plans

(7)   Appointment of the Chairman of the BoD

(8)   Recommendation of candidates for Inside Directors

(9)   Appointment of the CEO and the Representative Director, appointment of Representative Directors among Inside Directors, and providing position of Inside Directors

(10)  Management succession and management training plans

(11)  Management evaluation and compensation plans

(12)  Composition and operation plans for Special Committees under the BoD

(13)  Determination on expert assistance for Directors

(14)  Matters concerning the composition and operation of CEO Candidate Recommendation Committee and the Succession Council

(15)  Enact, amend or repeal of the following company regulations

A. Operational Regulations of the Board of Directors and Audit Committee

3.  Investment and Finance

(1)   New external investments, capital increase or investment shares disposal of invested companies (KRW 100 billion or more, investment and capital increase includes borrowings and liabilities that the company takes)

(2)   In-house investment plans (New establishment or expansion project of KRW 200 billion or more)

(3)   Acquisition and disposal of tangible, intangible, fixed assets or important investment assets ( KRW 200 billion or more, based on book value per unit of invested assets)

(4)   Deficit disposal

(5)   Decision on appropriation of retained earnings

(6)   Decision of new shares issuance

(7)   Forfeited and odd-lot shares disposal

(8)   Retirement of treasury stock for profit

(9)   Decision to repurchase and dispose of treasury stock

(10)  Transfer of reserve fund to equity

(11)  Issuance of corporate bonds and important borrowings (long-term borrowings over KRW 100 billion)

(12)  Issuance of convertible bonds

(13)  Issuance of bond with warrant

(14)  Donation (Over KRW 1 billion)

4.  Others

(1)   Filing lawsuit or arbitration, responding to a court reconciliation or mediation, or taking other legal actions equivalent to KRW 100 billion or more.

(2)   Transactions with the largest shareholder of the company (including its related parties) and with related parties as prescribed by the Commercial Act

A. A single transaction size of one-hundredth or more of total assets or revenue as of the end of the latest fiscal year

B. During the current fiscal year, the total current fiscal year transaction amount including transaction with specific persons or business entities becomes 5% or more of total assets or revenue as of the end of the latest fiscal year (However, it is excluded when it is ordinary transactions that the total amount of the transactions are approved and the transactions amounts occurred within the approved amount.)

(3)   Transactions with related parties under the Monopoly Regulation and Fair Trade Act.

A. Provision or transaction of funds such as provisional payments or loans, etc. (KRW 100 billion or more)

B. Provision or transaction of shares or bonds of the company (KRW 100 billion or more)

C. Provision or transaction of assets such as real estates or intangible property rights (KRW 100 billion or more)

(4)   Appointment of transfer agent

(5)   Decision on administration fees treatment for shares of the company

(6)   Establishment, transfer or closure of branches

(7)   Approval of transactions between Directors and the company

(8)   Compliance officers appointment or dismissal, enactment or amendment of compliance standards

(9)   Other matters by laws or Articles of Incorporation, and matters submitted by Directors in relation to business execution

 

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ESG

Committee

  

[Report Items]

 

1.  Result of matters delegated to Special Committees

2.  Important matters related to operation of invested companies

3.  Report the results of the compliance officer’s compliance checks

4.  Other important business execution matters

 

1.  Review of low-carbon policies related to environment and climate change

2.  Prior deliberation on Safety and health plan

3.  Matters related to Operations of BoD and Special Committees

A. Agenda development and establishment of operating standards of the BoD and Special Committees

B. Prior deliberation on revision or repeal of the Operational Regulations of the Board of Directors

C. Prior deliberation of the composition and operation of the Special Committees under the BoD

4.  ESG-related implementation monitoring and report publication

5.  Deliberation and resolution of donation from over KRW 100 million to KRW 1 billion and Prior deliberation of donation over KRW 1 billion

6.  Internal transactions under Monopoly Regulation and Fair Trade Act (The act of providing or trading funds, securities, or assets with related party as business counterpart or for related party)

A. Review of internal transaction-related issues and improvement measures

B. Prior deliberation on internal transaction (Amount KRW 100 billion or more)

C. Deliberation and resolution of internal transactions (Amount from KRW 5 billion to less than KRW 100 billion)

7.  Appointment of Fair Trade Compliance Manager

Director Candidate

Recommendation

Committee

  

1.  Qualification review of Outside Director candidates and recommendation to GMoS

2.  Preliminary review and qualification review of Inside Director candidates

3.  Prior deliberation on appointment of members of Special Committees

4.  Prior deliberation of appointment of Representative Directors other than the Representative Director and CEO

5.  Operation of Outside Director Candidate Recommendation Advisory Panel

6.  Other matters necessary for recommending candidates for Outside Directors

Evaluation and Compensation Committee   

1.  Establishment of management succession and management training plan

2.  Establishment of plan for management evaluation and compensation, and execution

3.  Prior deliberation on remuneration and retirement allowance of Directors

Finance

Committee

  

1.  Developing policies for soundness of company’s internal value and finance

2.  Prior deliberation in case of filing in litigation or arbitration, or responding to reconciliation or mediation in the process of trial or taking any equivalent level of legal actions with the amount of KRW 100 billion or more

3.  External Investments (Business units other than Steel)

(1)   Prior deliberation on new external investments, capital increase or investment shares disposal of invested companies (KRW 100 billion or more. Investment and capital increase includes borrowings and liabilities that the company takes)

(2)   Approval on new external investments, capital increase or investment shares disposal of invested companies (From KRW 10 billion or more to less than KRW 100 billion. Investment and capital increase includes borrowings and liabilities that the company takes.)

4.  Deliberation and resolution on bond issuance and important borrowings (including refinancing borrowings exceeding KRW 100 billion)

5.  Prior deliberation on bond issuance and important borrowings (new long-term borrowings exceeding KRW 100 billion)

6.  Deliberation and resolution on offering non-current assets as collateral

7.  Deliberation and resolution on takeover of debt such as collateral, guarantee, etc. from invested company (excluding the case involving steel investment).

 

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Audit

Committee

  

①   The matters to be submitted to the Committee are as follows.

1.  Setting the work scope of the committee

2.  Matters that the BoD or Representative Directors delegated

3.  Request for Extraordinary GMoS

4.  Consulting of external experts

5.  Audit of the legitimacy of management’s business execution

6.  Review soundness and validity of the company’s financial activities and the appropriateness of financial reporting

7.  Review the validity of important accounting standards or changes in accounting estimates

8.  Evaluation of the operation status of the internal accounting management system

9.  Evaluation of the internal control system

10.  Agreement on appointment or dismissal of internal audit department representative

11.  Contract for appointment, remuneration and non-audit services of independent auditors

12.  Evaluation of independent auditors’ audit activities

13.  Report internal audit department’s annual audit plan and results

14.  Report on the evaluation results of the company’s ethical compliance

15.  An independent auditor reports on important facts of the company’s Directors’ misconduct or in violation of laws or Articles of Incorporation

16.  Report that independent auditors have violated the company’s accounting standards

17.  Enactment, amendment or repeal of internal accounting management regulations

18.  Other items deemed necessary by each committee member

 

In principle, prior approval is required for contracts for independent auditor appointment, remuneration and non-audit services. However, if it is difficult to obtain prior approval due to urgency, etc., the contract may be concluded with the approval of the Chairman or a member who has been delegated the authority. And the Chairman, etc. who has approved this matter must report the details to the Committee convened for the first time after the date of contract approval.

Executive Management Committee   

1. Business

 

(1)   Position system, important matters related to human resource development and coordination

(2)   Important matters about changing the work system and welfare

(3)   New establishment plan for chair-professor

(4)   Housing Policy Establishment (Housing fund support standard and plan for housing construction)

(5)   Decision on closure of shareholders’ registry

 

2. Finance

 

(1)   Prior deliberation on in-house investment plan

•  New establishment or expansion investment of KRW 200 billion or more

(2)   Approval on in-house investment plan

•  New establishment or expansion investment from KRW 10 billion or more to less than KRW 200 billion.

•  Investment of KRW 10 billion or more other than new establishment or expansion (In case of ordinary investment, KRW 5 billion or more)

(3)   Prior deliberation on new external investments, capital increase or investment shares disposal of invested companies in Steel Business Unit (KRW 100 billion or more. Investment or capital increase amount includes borrowings and liabilities that the company takes)

(4)   Approval on new external investments, capital increase or investment shares disposal of invested companies in Steel Business Unit (Amount of KRW 10 billion or more to less than KRW 100 billion. Investment or capital increase amount includes borrowings and liabilities that the company takes)

(5)   Acquisition or disposal of tangible, intangible, fixed or important investment assets from KRW 10 billion or more to less than KRW 200 billion (Based on book value per unit of invested assets)

(6)   Technology application and technology sales contract approval of over USD 1 million

(7)   Acquisition of debt such as guarantees for invested company’s collateral involving steel investments

 

3. Other matters that the Chairman deems necessary or deemed necessary by each committee member

 

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B.

Whether BoD effectively performs business decision-makings and business supervision

Our management performs responsible business practices based on expertise and reasonable decision-making and the BoD, centered with independent Outside Directors, supervises and advises the management. The initial plans such as strategic direction of the POSCO Group, business plans, etc. set out by the management, but after active discussions at the Board level, such as strategic sessions, meetings of Outside Directors, etc. opinions of the Directors are actively reflected.

In the BoD strategic session held in April 2020, the “Mid and Long-term Growth Strategy for Steel Business” and “Comprehensive Promotion Strategy for Secondary Battery Materials Business” were established, and “Emergency Management Implementation Plan” was discussed in response to the global spread of COVID-19. In the strategic session in November, “Growth Strategies for Key Businesses of the Four Major Group Companies” and “Mid-Term Management Strategies and Management Plan for 2021” were reviewed before the resolution of the BoD in December.

In addition, at the Outside Director meetings held in June and October 2020, governance-related matters such as “Candidates for Female Outside Directors” and “CEO Appointment Process and Schedule” were discussed, and progress of individual projects such as “Venture Platform Promotion Strategies” were reviewed.

 

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(Sub-Principle 3-) BoD needs to prepare Chief Executive Officer (CEO) succession policy (including appointment process as for contingency plan) and to improve and supplement them continuously.

A. The CEO Succession Policy

In accordance with Article 29 of the Articles of Incorporation, BoD decides candidates for CEO and CEO Candidate Recommendation Committee verifies eligibility of the candidates. After that, BoD recommends a candidate to the GMoS. After electing the candidate as an Inside Director at GMoS, BoD appoints the Director as Representative Director then the succession process of Representative Director and CEO is completed.

In the process above, the succession council identifies and proposes candidates to the BoD that meet qualifications set by the BoD in order for independent and transparent CEO appointment. Also, by conducting multi-faceted and in-depth qualification reviews of candidates, who are nominated by the BoD, from the CEO Candidate Recommendation Committee which is composed of all Outside Directors, the company operates management succession process with separation of roles and authorities between organizations.

The current succession policy is applicable in contingent situations, and in 2018, even in the sudden succession process, there was a case that the succession of the CEO was successfully completed according to the established policy. In addition, since the company has three Representative Directors, it is possible to conduct internal or external duties even when the Representative Director and the CEO is not able to conduct the roles.

In order to systematically train candidates for the top management, the company selects and manages key talents from executive officers and managerial level of employees in each major work areas. This is a year-round operation of selection-nurturing-evaluation, and every year, all core talents are re-evaluated, excluding those with low performance and competency development, and new talents are discovered so that the candidate group for CEO can be nurtured practically. In order to improve global management competency and leadership, the selected personnel are nurtured by performing major internal tasks, completing training at major institutions, and having 1:1 mentoring with external experts.

 

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(Sub-Principle 3-) BoD needs to establish and operate internal control policies (risk management, compliance management, internal accounting management, disclosure information management, etc.) and needs to continuously improve and supplement them.

A. Operation of Internal Control Policy

1) Risk Management

Our risk management system, centered on the Corporate Strategy & Planning Division, is structured to constantly check domestic and foreign investments and business risk factors that impede the achievement of the POSCO group’s management goals, and finally report the monitoring results and countermeasures to the BoD. We classify risks into business risks, non-business risks, disasters and crises, and perform practical risk reduction activities with the highest priority, such as managing each case by the related departments.

The Corporate Strategy & Planning Division with 5 offices overseas the business risks of the company. The Corporate Strategy Office is in charge of strategy and competitors risks, the Investment Strategy Office is in charge of investment and overseas business risks, the Finance Office is in charge of financial risks such as exchange rates and funds, and the Global Infra Business Management Office is in charge of risks to major domestic subsidiaries. The Business Innovation Office preemptively deals with business risks by diagnosing sluggish and high-risk businesses. External risks such as steel markets, financial markets, raw material markets, and strategies related to competitors are constantly monitored by the POSCO Research Institute. Monitoring results are regularly reported to POSCO or distributed throughout the companies through Global Information Hub (GIH), the group information hub.

Non-business risks, such as corporate ethics, legal compliance, and reputation, are managed by the Corporate Audit Office and the Legal Affairs Office through risk self-prevention system. In the case of disasters and crises, we are promoting the operation of healthy and accident-free workplaces with the ESG Management Group newly established in 2020, the Safety & Environmental Division established in 2021, and the Safety & Disaster Prevention Group of Pohang and Gwangyang Works. Risk monitoring results, investment risk reviews and countermeasures are regularly reported to the BoD’s Special Committees which are Executive Management Committee, Finance Committee, Audit Committee, ESG Committee, and the BoD. In particular, we plan to strengthen ESG risk management centering on the ESG Committee under the BoD, which was established in 2021.

 

LOGO

 

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2) Compliance Management

In order to check compliance with the compliance control standards, the company established and implemented the compliance control standards by the resolution of the BoD in May 2012 and established related internal regulations and has operated it since August 2017. We hire compliance officer with legal qualifications. The compliance officer monitors the legality of company management activities in accordance with the compliance control standards, and faithfully supports the company’s organizations and businesses through various compliance support activities such as departmental self-inspection through checklists and preemptive management of major risk areas, etc. The company discloses the details of the appointment and operation of compliance officers in the Business Report at the DART website operated by the Financial Supervisory Service, and the results of these activities are compulsorily reported to the BoD.

 

   

(Table 3--1) The Current Status of Compliance Officer

 

Name    Gender    Month and
Year of
Birth
   Position    Responsibilities    Major Careers   

Date of
Appointment

(Term)

Lee,

Sung-

Wook

   Male    October 1964   

Senior

Executive

Vice

President

  

•  Head of Legal Affairs Office

•  Compliance Officer

  

•  Seoul National University (Bachelor’s degree)

•  Chief prosecutor, Seoul High Prosecutor’s Office

•  Chief prosecutor, Incheon District Prosecutor’s Office

•  Lawyer, Law firm Taewon

  

January 30, 2019

(3 years)

 

   

(Table 3--2) Details of Major Activities of Compliance Officer, Etc. and the Results

 

Date    Main Checklist    Results of Inspection
January 2020    Inspection of transaction risks of subsidiaries with countries subject to the U.S. economic sanctions     
     
February 2020    Contract Department Terms and Conditions Compliance Check     
     
March 2020    Fair trade and anti-corruption compliance inspection of overseas subsidiaries     
   Inspection of legal issues of overseas subsidiaries due to prolonged COVID-19     
     
April 2020    Compliance check on facility investment departments’ purchase form specifications     
     
May 2020    Self-inspection by departments related to fair trade in the 1st half of 2020     
   Sending safety inspection checklist to overseas subsidiaries and checking safety compliance (chemical facilities, hazardous substances, mechanical works, electrical works, etc.)    Overall good, some improvement needs are supplemented according to internal policies, etc.
     
June 2020    Overseas subsidiaries fair trade and anti-corruption compliance check     
  

Preliminary inspection of compliance risks for safety management

 

departments at Gwangyang Works (In relation to the amended

 

Occupational Safety and Health Act)

    
     
July 2020    Preliminary inspection of compliance risks for safety management departments at Pohang Works (In relation to the amended Occupational Safety and Health Act)     
     
August 2020    Purchasing contract implementation compliance check     

September

2020

   Overseas subsidiaries fair trade and anti-corruption compliance check     
   Self-inspection by departments related to fair trade in the 2nd half of 2020     
   Preliminary Inspection on compliance risk of marketing departments sales contract implementation     

December

2020

   Overseas subsidiaries fair trade and anti-corruption compliance check     
  

 

Report to the BoD on compliance with the compliance control

 

standards after distributing and inspecting the compliance checklist

    

 

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3) Internal Accounting Management

The company proactively adopted ICoFR (Internal Controls over Financial Report) in 2001, first introduced in the Republic of Korea. Since then, the company has improved the internal control through self-assessment every fiscal year. As listed on the New York Stock Exchange the company went through the audit with separate and consolidated scopes respectively, conducted by independent auditors under the Sarbanes-Oxley Act enforced in 2002. In order to enhance the effectiveness of the internal control, the company extends the coverage of the internal control across the POSCO group.

The Act on External Audit of Stock Companies, recently revised, states several measures to promote effectiveness of the internal accounting management system. In particular, as the audit level for the internal control has been upgraded from ‘review’ to ‘audit’, the company completely re-designed internal control activities accordingly. Following revised guidelines of internal control committee, the company established the department whose function is solely to review and support the company’s internal control, made amendments to the company’s existing guidelines and rules, developed education plans on the internal control, and improved the existing system in order for the compensation to be tied with the evaluation on the internal control.

The company evaluates the effectiveness of the internal control every fiscal year, Representatives of the company report the results to the GMoS, the BoD, and the Audit Committee. The company assesses the operation of the system in two parts – design assessment and operation assessment. In the design assessment, the company detects and takes preventive approach to errors and irregularities that might affect the financial statements. The company checks the adequacy and completeness. In the operation assessment, the company evaluates evidence with which it is proved that those who carry out each control activities have conducted their jobs in the same manner as what is described in the control statement. Any potential improvements found in the process of evaluation are referred to related personnel such as independent auditors, departments in charge, actual conductors of control activities and lead to practical enhancements.

4) Disclosure Information Management

The company established and operates guidelines for managing disclosure information, and informs related departments and subsidiaries on those matters. In addition, by operating review process, we review in advance whether it is necessary to disclose certain agendas that will be resolved at the BoD or at the Special Committees under the BoD. In the case of information that is deemed necessary for disclosure, the person in charge of disclosure will report it internally after reviewing accuracy of the information with the relevant departments. After review and approval by the head of the disclosure department and disclosure officer, the relevant contents are disclosed in a timely manner. In the case of regular reports such as Business Reports, internal control procedures such as confirmation and signatures by the heads of the departments responsible for disclosure contents and approval by the disclosure officer are established and followed.

 

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(Core Principle 4) Composition of BoD

 

   

BoD needs to be structured to make decisions and supervise management efficiently, and Directors need to be appointed through transparent procedures that can broadly reflect various shareholders’ opinions.

 

(Sub-Principle 4-) BoD needs to be structured to enable effective and prudent discussion and decision-making, and needs to have sufficient number of Outside Directors to function independently from management and controlling shareholders.

A. The Status of BoD Composition

According to the Article 27 of the Articles of Incorporation, the total number of Directors in the Board shall be at least 3 but no more than 13 Directors, of which 8 or fewer Outside Directors and 5 or fewer Inside Directors. Pursuant to Article 542-8 of the Commercial Act, listed companies with assets of KRW 2 trillion or more, which the company is applied, must have at least 3 Outside Directors, but the Outside Directors must be the majority of the total number of Directors. As of May 31, 2021, our BoD consists of 7 Outside Directors and 5 Inside Directors, and the Outside Directors are more than half of the total number of Directors which meets the legal requirements of the Commercial Act, as well as effectively executes management supervisory functions and independent decision-makings.

In addition, there are Special Committees under the BoD, and each Special Committee consists of more than half of Outside Directors, with Inside Directors who have experience and expertise in each field in order to share the work, thereby securing efficiency and expertise of the BoD. Since 2006, Chairman of the BoD has been appointed among Outside Directors, separately from Representative Director and CEO, by the resolution of the BoD and the Outside Director Chang, Seung-Wha was appointed as the Chairman of the BoD in the Board meeting held on March 12, 2021. The organization chart, including the BoD, the Special Committees under the Board, the supporting departments, composition of the BoD, and composition of the Special Committees under the BoD are as follows.

 

   

(Table 4--1) The BoD related Organizational Chart as of May 31, 2021

 

LOGO

 

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(Table 4--2) Composition of BoD as of May 31, 2021

 

Inside/

Outside

Director

  

Name

  

Gender

  

Title/

Committee

  

Date of

Appointment1)

  

End of Term

  

Specialty

  

Major Careers

Inside   

Choi,

Jeong-
Woo

   Male   

Representative Director and CEO,

Chairman of Executive Management Committee

   July 27, 2018   

Till the GMoS

2024

  

Finance,

Policies,

Industries

  

•  POSCO, Representative Director and CEO (July 2018 ~ Present)

•  POSCO CHEMTECH, Representative Director and President (March 2018 ~ July 2018)

•  POSCO, Representative Director and President (Head of Corporate Strategy & Finance Center, March 2017 ~ March 2018)

•  POSCO, Senior Executive Vice President (Head of Corporate Strategy & Finance Center, July 2015 ~ March 2017)

•  POSCO DAEWOO Corporation (Head of Planning and Finance Division, March 2014 ~ July 2015)

•  POSCO, Executive Vice President (Head of Corporate Audit Office, March 2012 ~ March 2014)

•  Pusan National University, Bachelor’s degree in Economics(1983)

Inside    Kim, Hag-Dong    Male   

Head of Steel Business Unit and Head of Steel Production & Technology Division(Representative Director and President),

member of ESG Committee,

member of Executive Management Committee

  

March 15,

2019

  

Till the GMoS

2022

  

Technology,

Industries

  

•  POSCO, Representative Director and President(Head of Steel Business Unit and Head of Steel Production & Technology Division, March 2021 ~ Present)

•  POSCO, Inside Director and President (Head of Steel Business Unit, January 2021~March 2021)

•  POSCO, Inside Director and Senior Executive Vice President (Head of Steel Production & Technology Division, March 2019~January 2021)

•  POSCO, Senior Executive Vice President (Head of Steel Production Division, January 2019~March 2019)

•  POSCO, Senior Executive Vice President (Head of Gwangyang Works, February 2017~January 2019)

•  POSCO, Senior Executive Vice President (Head of Pohang Works, March 2015~February 2017)

•  SNNC, Senior Executive Vice President and Representative Director (March 2013~February 2015)

•  POSCO, Senior Vice President (Deputy Head of Gwangyang Works, Iron & Steel Making, February 2010~March 2013)

•  Carnegie Mellon University, Master’s degree in Materials Science Engineering (1997)

 

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Inside   

Chon,

Jung-Son

   Male   

Head of Global & Infra Business Unit and Head of Corporate Strategy & Planning Division

(Representative Director and Senior Executive Vice President),

member of Finance Committee,

member of Executive Management Committee

  

March 9,

2018

  

Till the GMoS

2022

  

Finance,

Accounting,

Policies

  

•  POSCO, Representative Director and Senior Executive Vice President (Head of Global & Infra Business Unit and Head of Corporate Strategy & Planning Division, March 2021~Present)

•  POSCO, Inside Director and Senior Executive Vice President (Head of Global & Infra Business Unit, March 2020~March 2021)

•  POSCO, Inside Director and Senior Executive Vice President (Head of Corporate Strategy & Planning Division, January 2019~March 2020)

•  POSCO, Inside Director and Senior Executive Vice President (Head of Corporate Strategy & Finance Center, March 2018 ~ January 2019)

•  POSCO COATED & COLOR STEEL, Representative Director and President (February 2017 ~ February 2018)

•  POSCO, Executive Vice President (Head of Corporate Strategy Department, February 2016 ~ February 2017)

•  POSCO, Senior Vice President (Strategy Member, March 2014 ~ February 2016)

•  POSCO, Senior Vice President (Head of Raw Materials Procurement Dept., March 2012 ~ March 2014)

•  Korea University, B.A. in Law (1985)

 

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Inside   

Jeong,

Tak

   Male   

Head of Marketing Division,

member of Director Candidate Recommendation Committee, member of Executive Management Committee

  

March 15,

2019

  

Till the GMoS

2022

  

Marketing,

International trade

  

•  POSCO, Inside Director and Senior Executive Vice President (Head of Marketing Division, March 2019~Present)

•  POSCO, Senior Executive Vice President (Head of Marketing Division, January 2019~March 2019)

•  POSCO, Senior Executive Vice President (Head of Steel Business Division, January 2018~January 2019)

•  POSCO, Executive Vice President (Head of Steel Business Strategy Dept., September 2016~January 2018)

•  POSCO, Executive Vice President (Head of Energy and Shipbuilding Materials Marketing Dept., March 2015~September 2016)

•  POSCO, Senior Vice President (Head of Energy and Shipbuilding Materials Marketing Dept., June 2013~March 2015)

•  Hankuk University of Foreign Studies, Department of Arabic (1981)

Inside   

Chung,

Chang-Hwa

   Male   

Head of New Growth Business Unit,

member of Executive Management Committee

  

March 12,

2021

  

Till the GMoS

2022

  

Industries,

External cooperation

  

•  POSCO, Inside Director and Senior Executive Vice President (Head of New Growth Business Unit, April 2021~Present)

•  POSCO, Inside Director and Senior Executive Vice President (Head of Management Support Division, March 2021 ~ April 2021)

•  POSCO, Senior Executive Vice President (Head of Management Support Division, January 2020 ~ March 2021)

•  POSCO, Executive Vice President~Senior Executive Vice President (Managing Director, POSCO-China (February 2017~January 2020)

•  POSCO, Executive Vice President (Head of Public Relations Department, July 2015~February 2017)

•  POSCO E&C, Executive Vice President (Head of CR Center, February 2015 ~ July 2015)

•  POSCO, Senior Vice President (Head of Communication Department, March 2012~February 2015)

•  Ph.D. Candidate in Economics at Northwestern University (1996)

Outside   

Chang,

Seung-Wha

   Male   

Chairman of BoD,

Member of ESG Committee,

Member of Finance Committee

  

March 10,

2017

  

Till the GMoS

2023

  

Law

(Previously Judge/

International trade affairs)

  

•  Seoul National University Law Professor (1995~Present)

•  Chairman, Korean Trade Commission (November 2019~Present)

•  Dean, Seoul National University School of Law (June 2018~May 2020)

•  The World Trade Organization, Appellate Body Member (May 2012~September 2016)

•  Arbitrator of International Court of Arbitration (2000~2013)

•  Ph.D. in Law, Harvard University (1994)

 

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Outside   

Kim,

Shin-Bae

   Male   

Chairman of ESG Committee,

Member of Finance Committee

  

March 10,

2017

  

Till the GMoS

2022

  

Industries

(businesses operation)

  

•  Vice Chairman, SK Group (January 2010~February 2013)

•  President, Korea IoT (Internet of Things) Association (March 2005~May 2012)

•  Representative Director and President, SK Telecom (March 2004~December 2008)

•  University of Pennsylvania (MBA) (1985)

Outside    Chung, Moon-Ki    Male   

Chairman of Director Candidate Recommendation Committee,

Member of Evaluation and Compensation Committee,

Member of Audit Committee

  

March 10,

2017

  

Till the GMoS

2022

  

Accounting

(CPA)

  

•  Professor at Department of Business Administration, Sungkyunkwan University (2016~Present)

•  Executive Director, Samil PwC (1981~2012)

•  Committee Member, Accounting Review -Committee of Financial Supervisory Service

•  Sungkyunkwan University, Ph.D. in Business Administration

Outside   

Kim,

Sung-Jin

   Male   

Chairman of Audit Committee,

Member of Director Candidate Recommendation Committee,

Member of Evaluation and Compensation Committee

   March 9, 2018   

Till the GMoS

2024

  

Industries

(small and medium business/

industry policies)

  

•  Adjunct Professor, Dept. of Economics, Seoul National University (2011~Present)

•  Minister of Maritime Affairs and Fisheries (2006~2007)

•  Administrator of the Small and Medium Business Administration (2004~2006)

•  M.A. and Ph.D. in Economics, Kansas State University (1991)

 

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Outside    Pahk, Heui-Jae    Male    Chairman of Evaluation and Compensation Committee, Member of Audit Committee    March 15, 2019   

Till the GMoS

2022

  

Industries

(New business/

venture)

  

•  Professor, Mechanical & Aerospace Engineering, Seoul National University (March 1993~Present)

•  President, Korea Association of Industrial Tech. Security (February 2017~Present)

•  President, Office of Strategic R&D Plan, MOTIE (April 2013~April 2016)

•  Founder and CEO, SNU Precision CO., LTD. (February 1998~December 2016)

•  Ph.D. in Mechanical Engineering, Manchester University (1990)

Outside   

Yoo,

Young-Sook

   Female   

Member of ESG Committee,

Member of Evaluation and Compensation Committee

   March 12, 2021   

Till the GMoS

2024

  

Academia

(Environment)

  

•  Principal Research Scientist, Korea Institute of Science and Technology(KIST) (March 1994~May 2021)

•  Chairperson of the Board(non-permanent), Climate Change Center (January 2020~Present)

•  Co-President, Climate Change Center (February 2014~January 2020)

•  Minister, Ministry of Environment (June 2011~March 2013)

•  Ph.D. in Biochem. & Biophysics Dept. at Oregon State University (1986)

Outside   

Kwon,

Tae-Kyun

   Male   

Chairman of Finance Committee,

Member of Director Candidate Recommendation Committee

   March 12, 2021   

Till the GMoS

2024

  

Finance

(Finance/

International

investment)

  

•  Senior Advisor (non-permanent), Yulchon LLC. (December 2015~Present)

•  Ambassador, Korea to the United Arab Emirates (June 2010~June 2013)

•  Chief Administrator, Public Procurement Service (January 2009~April 2010)

•  Head of Trade and Investment Office, Ministry of Knowledge Economy (March 2008~December 2008)

•  Deputy Minister for Free Economic Zone Planning, MOFE (March 2007~March 2008)

•  Commissioner, Korea Financial Intelligence Unit, MOFE (October 2006~March 2007)

•  Economic Councilor, OECD Representative (2001~July 2004)

•  Ph.D. in International Finance at Chung-Ang University (2007)

 

1)

In case of re-appointment, the date of initial appointment is stated.

 

   

(Table 4--3) The Composition of Special Committees under BoD as of May 31, 2021

 

Special Committees

  

Composition

  

Major Roles

  

Title

  

Inside

/Outside

Director

  

Name

  

Gender

  

Other

Positions1)

ESG Committee

(4 members)

(A)

   Chairman    Outside    Kim, Shin-Bae    Male    D   

•  Review of low-carbon policies related to environment and climate change

•  Prior deliberation on the safety and health plan

•  Matters concerning the operation of BoD and Special Committees

•  Prior deliberation and approval of insider trading under the Monopoly Regulation and Fair Trade Act

   Member    Outside    Chang, Seung-Wha    Male    D
   Member    Outside    Yoo, Young-Sook    Female    C
   Member    Inside    Kim, Hag-Dong    Male    F

Director Candidate Recommendation Committee

(4 members)

(B)

   Chairman    Outside    Chung, Moon-Ki    Male    C, E   

•  Qualification screening of candidates for Outside Director and recommendation to GMoS

•  Operation of the Outside Director Candidate Recommendation Advisory Group, etc.

   Member    Outside    Kim, Sung-Jin    Male    C, E
   Member    Outside    Kwon, Tae-Kyun    Male    D
   Member    Inside    Jeong, Tak    Male    F

 

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Evaluation and Compensation Committee

(4 members)

(C)

   Chairman    Outside    Pahk, Heui-Jae    Male    E   

•  Matters related to management evaluation, compensation plan establishment and execution

•  Prior deliberation on matters concerning remuneration and severance pay of directors, etc.

   Member    Outside    Chung, Moon-Ki    Male    B, E
   Member    Outside    Kim, Sung-Jin    Male    B, E
   Member    Outside    Yoo, Young-Sook    Female    A

Finance Committee

(4 members)

(D)

   Chairman    Outside    Kwon, Tae-Kyun    Male    B   

•  Pre-deliberation and approval of external new investment, capital increase or disposition of invested shares on invested companies in non-steel unit

   Member    Outside    Chang, Seung-Wha    Male    A
   Member    Outside    Kim, Shin-Bae    Male    A
   Member    Inside    Chon, Jung-Son    Male    F

Audit Committee

(3 members)

(E)

   Chairman    Outside    Kim, Sung-Jin    Male    B, C   

•  Legitimacy audit on management’s business execution

•  Review soundness and feasibility of the company’s financial activities and adequacy of financial reporting

•  Evaluation on operation status of the internal accounting management system, etc.

   Member    Outside    Chung, Moon-Ki    Male    B, C
   Member    Outside    Pahk, Heui-Jae    Male    C

Executive Management Committee

(5 members)

(F)

   Member    Inside    Choi, Jeong-Woo    Male    —     

•  Pre-deliberation and approval of external new investment, capital increase or disposition of invested shares on invested companies in Steel Business Unit

•  Prior deliberation and approval of in-house investment plans, etc.

   Member    Inside    Kim, Hag-Dong    Male    A
   Member    Inside    Chon, Jung-Son    Male    D
   Member    Inside    Chung, Chang-Hwa    Male   
   Member    Inside    Jeong, Tak    Male    B

 

1)

If the director concurrently serves as a member of other committees under BoD, it is indicated with the corresponding committee codes.

B. The Composition of BoD and Sufficient Number of Outside Directors for Independent Functions

As stated in A. The Status of BoD Composition, the company maintains outnumbered Outside Directors than required by law in order for BoD to function independently from the management, and for independent and effective decision-makings, has separated the position of Chairman of BoD from Representative Director and CEO since 2006. Chairman of BoD is elected through resolution by BoD, among Outside Directors, and the Outside Director Chang, Seung-Wha was elected as the Chairman of the BoD on March 12, 2021.

 

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(Sub-Principle 4-) BoD needs to be composed of competent persons who have professionalism and responsibility in terms of expertise and careers so that they can make substantial contributions to corporate management.

A. Policies to Secure Professionalism, Accountability and Diversity of BoD and Information about Directors

When the Director Candidate Recommendation Committee examines qualifications of Director candidates, the company not only applies qualifications required by the Commercial Act, but also limits qualifications of Directors with the ones who have expertise and abundant experience in related fields in accordance with the Article 29-3 and the Article 31 of the Articles of Incorporation. In addition, we closely review that no one who is responsible for damage to corporate values or for infringement of shareholders’ interests should be appointed as a Director. In relation to this, our Directors meet all qualifications required by relevant laws and regulations, including Article 382 (3) and 542-8 (2) of the Commercial Act and at the GMoS held in March 2021, we further strengthened diversity of the BoD by electing a new Outside Director Yoo, Young-Sook, a female environmental expert.

As of May 31, 2021, the BoD of the company is composed of 5 Inside Directors with expertise and responsibility. Inside Director Choi, Jeong-Woo who is Representative Director and CEO has expertise and management capabilities not only in the steel business but also in the overall subsidiaries with experiences as the Head of Corporate Strategy & Finance Center in POSCO and Representative Director and President of POSCO CHEMTECH. Inside Director Kim, Hag-Dong who is Representative Director and President was the Head of Steel Production & Technology Division, and currently as the Head of Steel Business Unit and the Head of Steel Production & Technology Division is specialized in the overall steel unit such as steel production, marketing, etc. Inside Director Chon, Jung-Son who is Representative Director and Senior Executive Vice President was the Head of Corporate Strategy & Finance Center and currently is the Head of Global & Infra Business Unit and the Head of Corporate Strategy & Planning Division and is specialized in corporate strategy and business management. Inside Director Jeong, Tak was the Head of Steel Business Strategy Department and currently is the Head of Marketing Division who is specialized in steel business strategy and marketing. Lastly, Inside Director Chung, Chang-Hwa was the Head of Management Support Division and currently as the Head of New Growth Business Unit, he has global capabilities and abundant internal and external networks to lead full-scale promotion of new growth businesses.

Our Outside Directors are composed of 7 people with expertise and experience in the fields of industry, finance, academia, law, accounting, public sectors, etc. Outside Director Chang, Seung-Wha, the Chairman of the BoD, was the member at the Appellate Body of the World Trade Organization and currently is a Professor of Seoul National University School of Law with expertise in legal fields and international trade. With the experience of the President at SK Telecom and the Vice Chairman of SK Group, Outside Director Kim, Shin-Bae is an expert on industrial sides. Outside Director Chung, Moon-Ki is a Professor at Department of Business Administration in Sungkyunkwan University and is an expert in accounting and finance. Outside Director Kim, Sung-Jin is an expert on public sectors and industries with experiences of the Administrator of the Small and Medium Business Administration and the Minister of Maritime Affairs and Fisheries. Outside Director Pahk, Heui-Jae is an expert in academia and industries with his experiences of Founder and CEO of SNU Precision and President of the Office of Strategic R&D Plan at MOTIE and with his current Professorship of Mechanical & Aerospace Engineering Department in Seoul National University. Outside Director Yoo, Young-Sook who was newly elected at the GMoS in 2021, served as Principal Research Scientist at Korea Institute of Science and Technology and Minister at Ministry of Environment and currently as the Chairperson of the Board at Climate Change Center, is an expert in environment fields. Outside Director Kwon, Tae-Kyun, served as Economic Councilor of OECD Representative, Commissioner of Korea Financial Intelligence Unit at MOFE, Chief Administrator at Public Procurement Service and Ambassador of Korea to the United Arab Emirates, is an expert of international finance and investment fields.

In order to realize an advanced corporate governance structure to increase shareholder value and to promote balanced rights of interested parties, the company makes continuous efforts to form BoD with the management who can perform responsible management based on professional knowledge and rational decision-makings and with Outside Directors who can support the management’s rational decision-makings and independently supervise without being bias on certain fields.

 

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Qualification of Directors (Corporate Governance Charter 3-3, Qualification of Directors)

 

Directors shall possess an exemplary set of ethics, business sense and integrity, and the ability to enhance long-term value of all shareholders and fairly represent the interest of all stakeholders.

 

Standing directors, as a high-level managers of corporation, shall have sufficient experience and knowledge related to the Company’s business, and shall be capable of making managerial decisions in a rational and appropriate manner.

 

Outside directors shall have sufficient knowledge and experience in the relevant field such as finance, economics, management, legal, accounting, etc., and shall have no material relationship with the Company and shall be able to make decisions independently from the Company and shareholders.

 

*

In order to secure diversity in the composition of BoD, Outside Director candidates are appointed in consideration of factors such as gender, country, age, academic background, and professional competency.

 

   

(Table 4--1) Appointment and Changes of Directors from January 1, 2019 to May 31, 2021

 

Inside/

Outside

Director

  

Name

  

Initial Date of

Appointment

  

End of Term

  

Date of Change

  

Reason for
Change

  

Current
Employment

Status

Inside

Director

   Oh, In-Hwan    March 13, 2015    March 9, 2018    March 10, 2017    Re-appointment    Retired
   March 15, 2019    March 9, 2018    Re-appointment
   March 15, 2019    March 15, 2019    End of Term
   Yu, Seong    March 10, 2017    March 9, 2018    March 10, 2017    New appointment    Retired
   March 15, 2019    March 9, 2018    Re-appointment
   March 15, 2019    March 15, 2019    End of Term
   Chang, In-Hwa    March 9, 2018    March 15, 2019    March 9, 2018    New appointment    Retired
   March 27, 2020    March 15, 2019    Re-appointment
   March 12, 2021    March 27, 2020    Re-appointment
   March 12, 2021    March 12, 2021    End of Term
   Choi, Jeong-Woo    March 11, 2016    March 10, 2017    March 11, 2016    New appointment    Employed
   March 9, 2018    March 10, 2017    Re-appointment
   March 9, 2018    March 9, 2018    End of Term
   March 12, 2021    July 27, 2018    New appointment
   Till the GMoS 2024    March 12, 2021    Re-appointment
     Kim, Hag-Dong    March 15, 2019    March 27, 2020    March 15, 2019    New appointment    Employed
     March 12, 2021    March 27, 2020    Re-appointment
     Till the GMoS 2022    March 12, 2021    Re-appointment
     Chon, Jung-Son    March 9, 2018    March 15, 2019    March 9, 2018    New appointment    Employed
     March 27, 2020    March 15, 2019    Re-appointment
     March 12, 2021    March 27, 2020    Re-appointment
     Till the GMoS 2022    March 12, 2021    Re-appointment
     Jeong, Tak    March 15, 2019    March 27, 2020    March 15, 2019    New appointment    Employed
     March 12, 2021    March 27, 2020    Re-appointment
     Till the GMoS 2022    March 12, 2021    Re-appointment
     Chung, Chang-Hwa    March 12, 2021    Till the GMoS 2022    March 12, 2021    New appointment    Employed

Outside

Director

   Lee, Myung-Woo    March 22, 2013    March 11, 2016    March 22, 2013    New appointment    Retired
     March 15, 2019    March 11, 2016    Re-appointment
     March 15, 2019    March 15, 2019    End of Term
     Bahk, Byong-Won    March 13, 2015    March 9, 2018    March 13, 2015    New appointment    Retired
     March 12, 2021    March 9, 2018    Re-appointment
     March 12, 2021    March 12, 2021    End of Term
     Kim, Joo-Hyun    March 13, 2015    March 9, 2018    March 13, 2015    New appointment    Retired
     March 12, 2021    March 9, 2018    Re-appointment
     March 12, 2021    March 12, 2021    End of Term
     Chang, Seung-Wha    March 10, 2017    March 27, 2020    March 10, 2017    New appointment    Employed
     Till the GMoS 2023    March 27, 2020    Re-appointment
     Kim, Shin-Bae    March 10, 2017    March 15, 2019    March 10, 2017    New appointment    Employed
     Till the GMoS 2022    March 15, 2019    Re-appointment
     Chung, Moon-Ki    March 10, 2017    March 15, 2019    March 10, 2017    New appointment    Employed
     Till the GMoS 2022    March 15, 2019    Re-appointment
     Kim, Sung-Jin    March 9, 2018    March 12, 2021    March 9, 2018    New appointment    Employed
     Till the GMoS 2024    March 12, 2021    Re-appointment
     Pahk, Heui-Jae    March 15, 2019    Till the GMoS 2022    March 15, 2019    New appointment    Employed
     Yoo, Young-Sook    March 12, 2021    Till the GMoS 2024    March 12, 2021    New appointment    Employed
     Kwon, Tae-Kyun    March 12, 2021    Till the GMoS 2024    March 12, 2021    New appointment    Employed

 

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B. The Competitiveness of BoD

As stated in A. Policies to Secure Professionalism, Accountability and Diversity of BoD and Information about Directors, the company limits qualifications of Directors to the ones who have abundance of expertise and experience in relevant fields. Additionally, we carefully review not to appoint candidates who are responsible for damage to corporate value or infringement of shareholders’ interests. In relation to this, our Directors satisfy all qualifications required by relevant laws and regulations, including Article 382 (3) and 542-8 (2) of the Commercial Act and at the GMoS in March 2021, we further strengthened diversity of composition of the BoD by electing a new Outside Director Yoo, Young-Sook, a female environmental expert. As of May 31, 2021, the company strives to form competitive BoD by having 5 Inside Directors with expertise and accountability and 7 Outside Directors with expertise and experience in related fields such as industry, finance, academia, legal circles, accounting, public sectors, etc.

 

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(Sub-Principle 4-) Fairness and independence needs to be secured in the recommendation and selection process of Director candidates.

 

A.

Composition and Activity of Director Candidate Recommendation Committee

The company has established and operated the Director Candidate Recommendation and Management Committee(Director Candidate Recommendation Committee as of May 31, 2021) to recommend Outside Director candidates to GMoS. The main roles of the Director Candidate Recommendation and Management Committee (Director Candidate Recommendation Committee as of May 31, 2021) are to review qualifications of candidates for Outside Directors and recommend to GMoS, and to review and check qualification of Inside Directors candidates. In addition, prior deliberations are conducted when appointing members of the Special Committees, and when appointing Representative Directors other than Representative Director and CEO.

In accordance with Article 542-8 of the Commercial Act, the company ensures independence of the committee by organizing 3 out of 4 members of the Director Candidate Recommendation and Management Committee (Director Candidate Recommendation Committee as of May 31, 2021) with Outside Directors, which makes the proportion of Outside Directors 75%. As of May 31, 2021, the Chairman of Director Candidate Recommendation Committee is the Outside Director, Chung, Moon-Ki.

In addition, the Company has been operating Outside Director Candidate Recommendation Advisory Group since 2004 to select Outside Directors through an independent and transparent process, and the advisory group is established by the resolution of the Director Candidate Recommendation and Management Committee (Director Candidate Recommendation Committee as of May 31, 2021). The Outside Director Candidate Recommendation Advisory Group is composed of five socially respected senior-level persons from various fields such as industry, finance, academia, and law, who have deep understanding on corporate governance and can be independent from external influences. The Outside Director Candidate Recommendation Advisory Group proposes Director candidates that are three times more of the number of Directors planned to be appointed then the Director Candidate Recommendation Committee reviews qualifications and recommends final candidates, and eventually the candidates are decided whether to be appointed at GMoS.

 

B.

Provision of Information about Director Candidates

The Director Candidate Recommendation and Management Committee (Director Candidate Recommendation Committee as of May 31, 2021) conducts qualification screening of Outside Director candidates and recommends the candidates to GMoS in accordance with Article 382 (3) and Article 542-8 (2) of the Commercial Act, and Article 30 and 31 of the Articles of Incorporation. In relation to this, the company discloses information about Outside Director candidates recommended by the Director Candidate Recommendation and Management Committee (Director Candidate Recommendation Committee as of May 31, 2021) in advance, as below, in order for shareholders to verify candidates sufficiently.

 

  w

(Table 4--1) Provision of Information about Director Candidates for GMoS, from January 1, 2020 to May 31, 2021

 

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Date of

Provision

 

Date of

GMoS

  Candidates    Information    Remarks
 

Inside/

Outside

Director

   Name

February 27,

2020

(28 days

before GMoS)

 

March 27,

2020

  Inside    Chang, In-Hwa   

[Announcement on convocation of GMoS]

1. Candidate’ information and major occupation

2. Transaction with the company in the last 3 years

3. Relation with the largest shareholder

4. Detailed career and referrer

5. Whether the candidates are in arrears, were management of insolvent companies and are disqualified by laws

6. Reasons for candidates recommendation by BoD

7. Candidates’ signed certifications that certify the above mentioned information

   Re-appointment
   Chon, Jung-Son    Re-appointment
   Kim, Hag-Dong    Re-appointment
   Jeong, Tak    Re-appointment
  Outside    Chang, Seung-Wha   

[Announcement on convocation of GMoS]

1. Candidate information and major occupation

2. Transaction with the company in the last 3 years

3. Relation with the largest shareholder

4. Detailed career and referrer

5. Whether the candidate is in arrears, was management of insolvent companies and is disqualified by laws

6. Candidate’s work plans

7. Reasons for candidate recommendation by BoD

8. Candidate’s signed certification that certifies the above mentioned information

   Re-appointment
   Pahk, Heui-Jae   

[Announcement on convocation of GMoS]

1. Candidate information and major occupation

2. Transaction with the company in the last 3 years

3. Relation with the largest shareholder

4. Detailed career and referrer

5. Whether the candidate is in arrears, was management of insolvent companies and is disqualified by laws

6. Reasons for candidate recommendation by BoD

7. Candidate’s signed certification that certifies the above mentioned information

   Appointed as a new member of Audit Committee

February 18, 2021

(21 days

before GMoS)

  March 12, 2021   Inside    Choi, Jeong-Woo   

[Announcement on convocation of GMoS]

1. Candidate’ information and major occupation

2. Transaction with the company in the last 3 years

3. Relation with the largest shareholder

4. Detailed career and referrer

5. Whether the candidates are in arrears, were management of insolvent companies and are disqualified by laws

6. Reasons for candidates recommendation by BoD

7. Candidates’ signed certifications that certify the above mentioned information

   Re-appointment
   Kim, Hag-Dong    Re-appointment
   Chon, Jung-Son    Re-appointment
   Jeong, Tak    Re-appointment
   Chung, Chang-Hwa    New Appointment
        Outside    Yoo, Young-Sook   

[Announcement on convocation of GMoS]

1. Candidate information and major occupation

2. Transaction with the company in the last 3 years

3. Relation with the largest shareholder

4. Detailed career and referrer

5. Whether the candidate is in arrears, was management of insolvent companies and is disqualified by laws

6. Candidate’s work plans

7. Reasons for candidate recommendation by BoD

8. Candidate’s signed certification that certifies the above mentioned information

   New Appointment
         Kwon, Tae-Kyun    New Appointment
         Kim, Sung-Jin   

Re-appointment

(Appointment of

an Outside Director to Become an Audit Committee Member)

 

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C.

The Cumulative Voting System and Minority Shareholders, Etc.

The company does not exclude the cumulative voting system in relation to exercise shareholders’ voting rights for election of Directors. In accordance with Articles 382-2 and 542-7 of the Commercial Act, when there is convocation of GMoS for the purpose of appointing two or more Directors, shareholders, who hold shares equal or more of one hundredth of the total issued shares excluding shares without voting rights, can request the company to apply cumulative voting system in writing or electronically 6 weeks prior to GMoS date (in the case of Ordinary GMoS, the base date for the current year’s 6 weeks calculation is the same date of Ordinary GMoS held in the previous year). In the case of cumulative voting, each shareholder per share has the same number of voting rights as the number of Directors to be elected, and voting rights can be exercised by concentrating the vote on one or more than one candidate. In cumulative voting system, Directors will be elected sequentially from the person who receives the largest number of votes.

In order to reflect opinions of minority shareholders in the process of recommending and selecting candidates for Directors, we receive recommendation of Directors candidates from minority shareholders in accordance with Article 363-2 of the Commercial Act, and operate in accordance with applicable laws and regulations. To facilitate shareholders’ recommendation of Outside Director candidates in the process of selecting candidates for Directors, we inform shareholders through e-mails, etc. for recommendation of Outside Director candidates. In order to strengthen communication with shareholders and secure various candidates for Outside Directors, since 2018 the “Shareholders Recommendation” procedure has been introduced in which shareholders participate directly in the process of finding candidates for Outside Directors. Just as other candidates, the recommended candidates are screened by Outside Director Candidate Recommendation Advisory Panel to be determined whether or not to be included in the candidate list.

Shareholders, who hold 0.5% or more of issued shares with voting rights from 6 months before the GMoS, can propose certain matters as agendas for GMoS six weeks before the GMoS date by submitting proposal to the Directors in writing or electronic documents.

 

D.

Sufficient Measures to Ensure Fairness and Independence

As mentioned above, the company is taking sufficient measures to ensure fairness and independence in the process of recommending and selecting Director candidates. We will do our best to ensure fairness and independence by constantly reviewing areas for further improvement with the process.

 

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(Sub-Principle 4-) Persons responsible for corporate value damage or infringement of shareholders’ rights should not be appointed as executive officers.

 

A.

Executive Officers

As of May 31, 2021, the number of the company executive officers are total 83, including 12 registered executive officers (5 Inside Directors and 7 Outside Directors), 71 non-registered executives. The details are described as below.

 

  w

(Table 4--1) Executive Officers, Including Non-Registered Executive Officers as of May 31, 2021

 

Name   Gender   Position  

Registered/

Non-registered

 

Full

Time/

Non-Full
Time

   Responsibility
Choi, Jeong-Woo   Male   Representative Director and CEO   Registered   Full Time    Overall company management / Chairman of Executive Management Committee
Kim, Hag-Dong   Male   Representative Director and President   Registered   Full Time   

Head of Steel Business Unit and Head of Steel Production & Technology Division,

Member of ESG Committee, member of Executive Management Committee

Chon, Jung-Son   Male   Representative Director and Senior Executive Vice President   Registered   Full Time    Head of Global & Infra Business Unit and Head of Corporate Strategy & Planning Division, member of Finance Committee, member of Executive Management Committee
Jeong, Tak   Male   Inside Director and Senior Executive Vice President   Registered   Full Time   

Head of Marketing Division,

Member of Director Candidate Recommendation Committee, member of Executive Management Committee

Chung, Chang-Hwa   Male   Inside Director and Senior Executive Vice President   Registered   Full Time    Head of New Growth Business Unit, member of Executive Management Committee
Chang, Seung-Wha   Male   Outside Director   Registered   Non-Full Time    Chairman of BoD, Member of ESG Committee, member of Finance Committee
Kim, Shin-Bae   Male   Outside Director   Registered   Non-Full Time    Chairman of ESG Committee, member of Finance Committee
Chung, Moon-Ki   Male   Outside Director   Registered   Non-Full Time   

Chairman of Director Candidate Recommendation Committee, member of Evaluation and Compensation Committee,

Member of Audit Committee

Kim, Sung-Jin   Male   Outside Director   Registered   Non-Full Time   

Chairman of Audit Committee, Member of Director Candidate Recommendation Committee,

member of Evaluation and Compensation Committee

Pahk, Heui-Jae   Male   Outside Director   Registered   Non-Full Time    Chairman of Evaluation and Compensation Committee, Member of Audit Committee
Yoo, Young-Sook   Female   Outside Director   Registered   Non-Full Time    Member of ESG Committee, member of Evaluation and Compensation Committee
Kwon, Tae-Kyun   Male   Outside Director   Registered   Non-Full Time    Chairman of Finance Committee, Member of Director Candidate Recommendation Committee
Yoo, Byeong-Og   Male   Executive Officer   Non-registered   Full Time    Head of Industrial Gases & Hydrogen Business Unit
Kim, Kwang-Soo   Male   Executive Officer   Non-registered   Full Time    Head of Logistics Business Unit
Yang, Weon-Jun   Male   Executive Officer   Non-registered   Full Time    Head of Management Support Division
Lee, Si-Woo   Male   Executive Officer   Non-registered   Full Time    Head of Safety & Environment Division
Lee, Ju-Tae   Male   Executive Officer   Non-registered   Full Time    Head of Purchasing and Investment Division
Nam, Soo-Hi   Male   Executive Officer   Non-registered   Full Time    Head of Pohang Works
Kim, Jhi-
Yong
  Male   Executive Officer   Non-registered   Full Time    Head of Gwangyang Works

 

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Lee, Duk-Lak   Male   Executive Officer   Non-registered   Full Time    Head of Technical Research Laboratories
Lee, Sung-Wook   Male   Executive Officer   Non-registered   Full Time    Head of Legal Affairs Office
Kim, Sung-Jin   Male   Executive Officer   Non-registered   Full Time    Head of Corporate Audit Office
Kim, Yong-Soo   Male   Executive Officer   Non-registered   Full Time    Head of Human Resources Management Office
Cho, Ju-Ik   Male   Executive Officer   Non-registered   Full Time    Head of Hydrogen Business Office
Kang, Sung-Wook   Male   Executive Officer   Non-registered