POSCO FUTURE M

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Corporate Governance

POSCO FUTURE M strives to become a company trusted by various stakeholders, including investors, customers, local communities, and non-profit organizations. The BOD makes decisions on matters stipulated by laws and regulations or the Articles of Incorporation, delegated by the shareholders' meeting, and related to the company’s primary management policies and business execution. The BOD strives to ensure diversity and expertise in governance and appoints candidates with expertise and experience as directors without representing any particular interest.

Functions of a Board of Directors

1. Creating key management policies and monitoring management performance

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

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

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

대표이사 사장 > 이사회(사내이사 3인, 시외이사 5인, 기타비상무이사 1인)[주주총회] > 1-1.감사위원회(시외이사 3인) > 1-2.사외이사후보추천위원회(사외이사 전원, 사내이사 1인) > 1-1-1.전도경영실(10인) >1-2-2.경영기획실 이사회 운영지원파트(3인)

Independent
Directors

Kim Won-young

Appointment Date

Mar 20, 2023

Term

Mar 2023- Mar 2025

Education

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

Experience

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

Appointment Date

Mar 20, 2023

Term

Mar 2023- Mar 2025

Education

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

Experience

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

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2026

Education

Seoul National University (Bachelor of Trade and Commerce)

Experience

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

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2026

Education

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

Experience

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

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2026

Education

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

Experience

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

Inside Directors

Yoo Byeong-og

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2025

Education

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

Experience

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

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2025

Education

Gyeongsang National University (Bachelor of Materials Science and Engineering)

Experience

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

Other non-executive
Director

Kim Jun-hyung

Appointment Date

Mar 25, 2024

Term

Mar 2024- Mar 2025

Education

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

Experience

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

Board Resolution

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

Board Independence and Diversity Policy (PDF)

Introduction

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

1. General Provisions

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

2. Shareholders

2-1. Shareholder Rights

① Shareholders, as owners of POSCO FUTURE M, possess the rights including the following which is guaranteed by relevant laws and regulations such as the Commercial Code. · Right to participate in profit sharing · Right attend and vote at the General Meeting of Shareholders (the “GMS”) · Right to propose objectives of the GMS such as nomination of Director · Right to obtain relevant corporation information regularly and in a timely manner ② To protect the utmost rights of shareholders, any matters causing fundamental changes to the existence of the Company and the shareholders’ rights (including mergers, amendments to the articles of incorporation, capital reduction and etc.) shall be decided at the GMS. ③ Shareholders should be able to exercise their voting rights as easily as possible and based on their free will. POSCO FUTURE M will provide sufficient information on the GMS’s agenda and ensure that the shareholders exercise their voting rights in a written form.

2-2. Equitable Treatment of Shareholders

① Shareholder shall be fairly treated according to the type and amount of shares possessed and the intrinsic right of the shareholder shall not be infringed upon ② In any of its business dealings, POSCO FUTURE M shall not provide special treatment for reason of being a shareholder and shall not take unfair action for reason of not being a shareholder. ③ The exercise of minority shareholder rights shall be guaranteed to the extent permitted by relevant laws, unless exercising such rights infringes the rights of all other shareholders. POSCO FUTURE M shall seek ways (e.g., adopting the cumulative voting policy) to protect minority shareholder rights such as adopting the Cumulative Voting Policy.

2-3. Responsibility of Shareholders

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

3. Board of Directors

3-1. Function of the Board

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

3-2. Board Composition

① POSCO FUTURE M shall form the BOD on a scale that enables effective discussion and efficient decision-making of various opinions, and should consist of enough directors to operate the committees under the BOD. ② The outside directors shall perform their duties independently from the management, controlling shareholders and the Company. ③ POSCO FUTURE M shall allow shareholders to exercise their voting rights with sufficient information and time on candidates for directors.

3-3. Qualification of Directors

① 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. ② Standing directors, as a high-level manager of corporation, shall have sufficient experience nd knowledge related to the Company’s business, and shall be capable of making managerial decisions in a rational and appropriate manner. ③ 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. ④ In order to secure diversity in the composition of the BOD, the director candidate shall be appointed in comprehensive consideration of factors such as gender, country, age, educational background, and professional competency etc.

3-4. Appointment of Directors

① Director shall be appointed at the GMS by recommendation from the BOD ② The candidate for outside director is recommended to the GMS by the Outside Director Candidate Recommendation Committee. ③ In order to select candidates for outside directors transparently and objectively, advice can be obtained from external experts ④ By resolution of the BOD, the Company shall appoint the representative director among the standing directors.

3-5. Role of Outside Directors

① Through the BOD activities, the outside director participates in the Company’s key decision-making process. As a member of the BOD, the outside director supervises and supports the management through constructive consultation. ② The outside director may request information necessary to perform duties. If needed, the outside director can receive consultation from external experts through proper procedures, for which POSCO FUTURE M shall cover any reasonable expense. ③ Outside directors shall devote sufficient time for purposes of performing their duties and shall review all related materials before attending a BOD meeting.

3-6. Responsibility of Directors

① Directors shall do their utmost in performing their duties with prudence and faithfulness for the best interests of the company and its shareholders. Directors shall not divulge or use any information obtained during the course for their own or third parties’ benefit. ② When a director violates the law or the articles of incorporation, or neglects his duties, he may be liable for damages to the Company or a third party. But managerial decisions by the director that are based on good faith and rational judgement shall be respected. ③ To mitigate the director’s liability and to attract a competent director, the Company may purchase coverage for the director liability insurance. ④ A director shall resign if a conflict of interest between POSCO FUTURE M and such director. The director shall not engage in discussions or decision- making processes that may have an effect on one’s personal or business interest.

3-7. Steering of the Board

① In order to make the best managerial decision for the best interest of POSCO FUTURE M and its shareholders, the BOD should be operated in an efficient and rational manner ② In principle, the BOD Meeting should be held once every quarter. If there is an emergency agenda that needs to be discussed, an interim meeting of the BOD is held. In order to smoothly manage the BOD, the operational regulations for the BOD should be enacted and implemented which states in detail the BOD’s authority, responsibility and management procedure.

3-8. Evaluation and Compensation of the Management Team

① The BOD should design and implement the Evaluation and Compensation System of the Management that can contribute to shareholders’ long-term values. The business activity of the Management should be fairly evaluated and the results should be rationally and appropriately linked to the compensation and reappointment.

4. Audit Systems

4-1. Audit Committee

① The Audit Committee shall be comprised of more than three outside directors and more than one expert who specialize in accounting or financing as specified in relevant laws and regulations. ② The Audit Committee shall perform the following functions: · Audit appropriateness of the manager's execution of operations · Review the soundness and reasonableness of POSCO FUTURE M’s financial activity and the accuracy of the financial report · Review the adequacy of major accounting standards and changes in accounting estimates · Review provisions stated in other laws, statutes and the Audit Committee Operating Regulations ③ The Audit Committee is held at least once every quarter and may request the directors, the executive officers or other related employees to attend.

4-2. External Auditors

① External auditors shall perform fair audits independently from the corporation, its management and controlling shareholders ② External auditors shall be appointed by the Audit Committee and shall report key provisions identified during the audit to the Audit Committee. ③ External auditors shall attend the GMS and answer any shareholders' questions on the audit reports.

5. Stakeholder

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

6. Disclosure

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

Corporate Governance Report

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

About the GMS

· Date Monday, Mar 20, 2023 at 10:00 am
· Location Auditorium, POSCO FUTURE M headquarters 110, Sinhang-ro, Nam-gu, Pohang-si, Gyeongsangbuk-do
· Voting by proxy
We recommend our shareholders exercise their voting rights by proxy according to Article 152 of the Capital Markets and Financial Investment Business Act and Article 160 of the Enforcement Decree of the same Act. If shareholders wish to, they may exercise it by writing a power of attorney and mailing it to the company.
*Send a power of attorney to: GMS manager, POSCO FUTURE M IR Group 5F, POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Republic of Korea 06194
Jump to the e-Vote Page

General Meeting of Shareholders

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

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

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

View Relevant Documents

IR contact

Tel. +82-02-3457-4551

POSCO FUTURE M

Corporate Governance

이사회 개요

이사회 구성원

Board Resolution

BOD Regulations

Corporate Governance Charter

Corporate Governance Report

General Meeting of Shareholders