Exhibit 99.1

Corporate Governance Report Disclosure

 

[000001] Corporate Governance Report

Corporate governance report document

 

 

[000002] I. Company Overview

1. Company name: POSCO HOLDINGS INC.

2. Period subject to disclosure and report generation date:

Start date of the period subject to disclosure Jan. 1, 2025

End date of the period subject to disclosure Dec. 31, 2025

Report generation date May 31, 2026

2-1. Fiscal periods from the current year to the year before last

 

Category		Current year		Previous year		Year before last
Start date		Jan. 1, 2025		Jan. 1, 2024		Jan. 1, 2023
End date		Dec. 31, 2025		Dec. 31, 2024		Dec. 31, 2023

 

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3. Persons preparing Corporate Governance Report

 

Person in Charge of Disclosure				Working-level staff in charge
Name :		HAN, Young Ah		Name :		Jung, Ihn Young
Position :		Head		Position :		Manager
Department :		IR Office		Department :		IR Office
Phone number :		+82-2-3457-0114		Phone number :		+82-2-3457-1073
E-mail :		ir@posco-inc.com		E-mail :		ihnyoung.h@posco-inc.com

4. Table 1-0-0: Company Overview

 

Largest shareholder, etc.		National Pension Service (NPS)		Share percentage of largest shareholder, etc.(%)		7.96
				Share percentage of minority shareholders(%)		80.31
Business type (Financial/Non-financial)		Non-financial		Major products		Holding company
Business group as per the Monopoly Regulation and Fair Trade Act (“Fair Trade Act”)		O		Subject to the Act on the Management of Public Institutions		X
Business group name		POSCO
Summary of Financial Status (Unit: KRW 1 million)
Category		Current year		Previous year		Year before last
(Consolidated) Revenue		69,094,886		72,688,143		77,127,197
(Consolidated) Operating income		1,827,063		2,173,573		3,531,423
(Consolidated) Net income		504,403		947,580		1,845,850
(Consolidated) Total assets		105,192,438		103,404,199		100,945,394
(Non-consolidated) Total assets		51,815,585		50,633,797		51,646,198

Note: The shareholding percentages of the NPS and minority shareholders presented above are as of December 31, 2025.

 

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[000003] Compliance Status with Key Indicators of Corporate Governance

 

Compliance rate 100

5. Compliance with Key Governance Indicators

 

Key indicators		(Current Period Subject to Disclosure) Compliance (O/X)		(Previous Period Subject to Disclosure) Compliance (O/X)		Note
Give a convocation notice 4 weeks before the general meetings of shareholders (Annual General Meetings, AGM)		O		O		The convocation notice for the AGM for the current year was issued approximately four weeks prior to the meeting date.
Use an e-voting system		O		O		POSCO HOLDINGS has provided electronic voting (e-voting) at all AGMs since March 2019, enabling shareholders to exercise their voting rights more conveniently.
Hold the AGM on the date other than the dates during the popular AGM period		O		O		The AGM for the current year was convened on March 24, 2026, which falls outside the popular AGM period.
Provide predictability of cash dividends		O		O		With respect to both year-end and quarterly dividends during the disclosure period, the Company adopted an advanced dividend procedure whereby the dividend details are determined before the record date, thereby enhancing dividend predictability.
Notify shareholders of the dividend policy and payout plans at least once a year		O		O		During the reporting period, in addition to statutory disclosures, the Company provided information on its dividend history, mid- to long-term shareholder return policy, and treasury share activities through its corporate website. The Company has also established a dedicated “POSCO HOLDINGS Dividend Information Service” webpage to provide shareholders with integrated access to dividend-related information.
Established and operate a CEO succession policy		O		O		The CEO & Representative Director is appointed at the AGM upon the recommendation of the CEO Candidate Recommendation Committee, which is composed entirely of independent directors and reviews the qualifications of CEO candidates. In December 2023, a proposal to introduce the “POSCO-Style New Governance Framework” was approved to further enhance fairness and transparency in the CEO succession process. In addition, to strengthen the qualification review process from a shareholder perspective, the Company amended its Articles of Incorporation at the 57th AGM held in March 2025. Under the amended Articles of Incorporation, where an inside director candidate who has previously served consecutive terms as President & Representative Director is nominated again for the same position, the resolution to elect such candidate as an inside director at the AGM is required to satisfy the requirements for a SPECIAL RESOLUTION, rather than an ordinary resolution. Since 2017, the Company has selected and maintained a key talent pool of executives and managers at each stage as part of its systematic development of future CEO candidates. Participants undergo training focused on core leadership responsibilities and professional management capabilities, and receive external mentoring from outside experts. In addition, all independent directors and the CEO participate in an annual leadership session to review and discuss the progress of CEO succession planning initiatives.

 

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Build and operate an internal control policy such as risk management		O		O		POSCO HOLDINGS operates its risk management framework by classifying risks into business risks, including management strategy, finance, and Group business operations, and other risks, including ESG-related risks. POSCO HOLDINGS is also strengthening risk management under the holding company structure. In addition, to ensure compliance-based management, the Company has incorporated compliance control standards into its internal regulations and appointed a dedicated Compliance Officer to monitor the legality of its business activities. Moreover, POSCO HOLDINGS proactively adopted an internal accounting management system in 2001 and has undergone audits by its external auditor of the consolidated internal accounting management system in accordance with the U.S. Sarbanes-Oxley Act (SOX) since 2006. The Company has also established Disclosure Information Management Guidelines to ensure sufficient and timely disclosure. For periodic reports, POSCO HOLDINGS has established and complies with internal control procedures requiring approval by the head of the responsible department and the designated disclosure officer.
The chairperson of the Board is an outside director		O		O		Since 2006, the positions of Board Chair and CEO & Representative Director have been separated, with the Board Chair appointed from among the independent directors by resolution of the Board.
Use a cumulative voting system		O		O		Cumulative voting continues to be available as a means for shareholders to exercise their voting rights, as it is not excluded under the Articles of Incorporation.
Have a policy to prevent the appointment of a person as an executive who is accountable for harming corporate value or infringing on the shareholders’ rights and interests		O		O		The departments in charge conduct ongoing reviews of the executive candidate pool, focusing on candidates’ expertise, leadership, and track record. The Company’s Code of Ethics sets forth fiduciary duties to shareholders and investors. In particular, the Company applies a zero-tolerance policy to bribery, embezzlement, information manipulation, and sexual misconduct, and has established policies to prevent individuals responsible for impairing corporate value or infringing upon shareholders’ rights and interests from being appointed as executives.
Not all Board members are of the same gender		O		O		As of the report submission date, not all Board members are of the same gender.
Installed an independent internal auditing department (that supports an internal audit procedure)		O		O		The Company operates the Corporate Audit Office under the Corporate Ethics Division as an internal audit support organization established to assist the Audit Committee in performing its audit duties. Independent of management and controlling shareholders, the Corporate Audit Office supports the Audit Committee’s operations and activities, evaluates the internal accounting management system, and reports the results directly to the Audit Committee on a regular basis.

 

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A specialist in accounting or finance is included in internal auditing bodies		O		O		Pursuant to the Articles of Incorporation and the Operating Rules of the Audit Committee, the Audit Committee comprises at least three members, all of whom are independent directors. As required under the Commercial Act, at least one member must qualify as an accounting or finance expert.
Internal auditing bodies hold meetings with external auditors at least once a quarter without management present		O		O		The external auditor reports the results of quarterly and semi-annual reviews of the financial statements, as well as the results of the annual audit, to the Audit Committee at least once per quarter without management present. Where necessary, matters discussed with the external auditor are reflected in the Company’s internal audit activities.
Procedures are in place to allow internal auditing bodies access to material management information		O		O		The Audit Committee operates independently of top management and controlling shareholders in accordance with the Articles of Incorporation and the Operating Rules of the Audit Committee. Under its Operating Rules, the Audit Committee is authorized to audit the activities of directors in relation to the company’s accounting and operations; request reports from directors on their business activities; and investigate the company’s business conduct and financial condition. When deemed necessary, the Audit Committee may obtain advice from external experts at the Company’s expense. The Audit Committee may also utilize the internal audit support organization to perform necessary procedures, including accessing and reviewing key business documents.

 

[000004] II. Corporate Governance Status

 

[100000] 1. General Corporate Governance Policy

 

A.

Provide a detailed explanation of the operating direction and key considerations of the company’s corporate governance policy.

POSCO HOLDINGS is committed to establishing advanced corporate governance practices that enhance long-term shareholder value while promoting the rights and interests of all stakeholders in a balanced manner. Management practices responsible management based on professional expertise and rational decision-making, while the Board of Directors, composed primarily of independent directors, oversees and advises management. Through this structure, the Company has established a professional management system supported by effective checks and balances. The Company has proclaimed its CORPORATE GOVERNANCE CHARTER, which sets forth these corporate governance principles, both internally and externally, and has embedded these principles in its day-to-day operations.

More specifically, the fundamental principles of the Company’s corporate governance are reflected in its Articles of Incorporation, the Operating Rules of the Board of Directors, the Corporate Governance Charter, and other internal regulations related to corporate governance. These documents are publicly available on the Company’s website at https://www.posco-inc.com.

 

5

Since pioneering the adoption of the independent director system in Korea in 1997, the Company has continuously improved its corporate governance framework to enhance the independence and effectiveness of the Board. Following its transition to a holding company structure through a split-off in March 2022, POSCO HOLDINGS has strengthened its Group-wide strategic management role, with a focus on developing future business portfolios and overseeing Group business operations.

To promote diversity and support rational decision-making by management without bias toward specific interests, the Board of Directors is composed of directors with extensive experience and expertise across environmental affairs, the public sector, industry, and academia, including the legal and accounting fields. The Company maintains a majority of independent directors on the Board to ensure effective oversight of, and checks on, management. In addition, independent directors play a central role in the operation of the Board, with independent directors serving as both the Chair of the Board and the Chairs of the Board Committees.

 

B.

Describe unique characteristics of the company’s governance, if any.

The Board of Directors is the Company’s highest standing decision-making body and has the authority to appoint the CEO & Representative Director. Since 2006, the positions of Chair of the Board and CEO & Representative Director have been separated, with the Chair appointed from among the independent directors by resolution of the Board.

Independent director candidates are recommended by the Director Candidate Recommendation Committee or through shareholder proposals as individuals with expertise across diverse fields and extensive practical experience, and are appointed by resolution of the AGM. As of the report submission date, the Board of Directors consists of 12 members: seven independent directors, four inside directors, and one other non-executive director.

At present, the Board operates six Board Committees: the ESG Committee, the Director Candidate Recommendation Committee, the Evaluation & Compensation Committee, the Finance Committee, the Audit Committee, and the CEO Candidate Pool Management Committee. Independent directors hold a majority of seats on all Board Committees, and the Director Candidate Recommendation Committee, the Evaluation & Compensation Committee, the Audit Committee, and the CEO Candidate Pool Management Committee are composed entirely of independent directors to ensure independent decision-making by the committees. Among these Board Committees, the Director Candidate Recommendation Committee and the Audit Committee are required under the Commercial Act, while the other four committees were established at the Board’s discretion to enhance the expertise, independence, and efficiency of the Board. The Finance Committee and the Audit Committee include experts with experience in accounting, finance, and industry, while the ESG Committee includes an environmental expert.

In 2025, the Board held a total of nine meetings and the Board Committees convened a total of 25 meetings to make key management decisions. Moreover, independent directors devoted sufficient time and effort to fulfilling their duties by actively participating in key Board activities, including Board sessions on strategy, ESG, leadership, and strategy/performance reviews, separate meetings of independent directors, and site visits. The Company is committed to providing full support to enable independent directors to exercise their authority and perform their roles effectively.

 

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[200000] 2. Shareholders

 

[201000] (Core Principle 1) Shareholders shall be able to receive sufficient and timely information, which is necessary to exercise their rights, and to exercise their rights through appropriate procedures.

 

[201100] (Sub-principle 1-1) - Companies shall provide shareholders with the sufficient amount of information about a general meeting of shareholders, including the date, venue, and agenda, well before the actual meeting date.

Briefly describe the company’s compliance with the above sub-principle.

Under the Commercial Act, we issued the 58th AGM notice 32 days early, in line with ESG practices.

A. Describe the information the company has provided regarding the general meetings of shareholders, including the date, venue, and agenda of those meetings convened between the start of the period subject to disclosure to the report submission date.

POSCO HOLDINGS held two AGMs between the start of the period subject to disclosure and the report submission date. Information relating to each AGM, including the date, venue, agenda items, and other relevant details, is provided through KRX disclosures in Korean and English, the Data Analysis, Retrieval and Transfer (DART) system of the Financial Supervisory Service (FSS), the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system of the U.S. Securities and Exchange Commission (SEC), public notices posted on the Company’s website, as well as through the delivery of Depositary Notices and Proxy Cards to overseas DR holders. A summary of the AGMs held during this period is provided below:

Table 1-1-1: Information on the General Shareholders’ Meetings

 

				58th AGM (2026)		57th AGM (2025)
GMS Held				O		O
Date of convocation resolution				Feb. 3, 2026		Feb. 5, 2025
Date of convocation notification				Feb. 19, 2026		Feb. 19, 2025
Date of GMS				Mar. 24, 2026		Mar. 20, 2025
Period between the date of notification and GMS				32 days		28 days
Meeting venue				POSCO Center, Gangnam-gu, Seoul		POSCO Center, Gangnam-gu, Seoul
Method of notifying information on AGM				Notices posted on the Company’s website; FSS DART filings; and KRX disclosures		Notices posted on the Company’s website; FSS DART filings; and KRX disclosures
Convocation notice in other languages for foreign shareholders		Notified (O/X)		O		O
		Notification method		English-language KRX disclosures; SEC filings; and notices mailed to DR holders		English-language KRX disclosures; SEC filings; and notices mailed to DR holders
Details		Attendance of the Board members		12 of 12 directors present		10 of 10 directors present
		Attendance of auditors or Audit Committee members		3 of 3 members present		3 of 3 members present
		Key points from the shareholder remarks		1)  Speakers: Three individual and institutional shareholders 2)  Key points: Investment status and plans for low-carbon steelmaking technologies; progress on strategic partnerships with major customers; plans to address unlawful dispatch and discriminatory treatment of subcontracted workers; roadmap for the Intelligent Factory initiative		1)  Speakers: Two individual shareholders 2)  Key points: Climate risk response plans; carbon emissions reduction plans for overseas business sites

 

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B.

Based on the above, if the company has failed to provide the sufficient amount of information regarding the general meetings of shareholders well in advance, explain the reason(s) and future plans.

(1) Shortcomings and the reason(s)

-

(2) Future plans and additional explanations

POSCO HOLDINGS held two AGMs between the start of the period subject to disclosure and the report submission date. The date and venue for each AGM were approved by a resolution of the Board of Directors held seven weeks prior to the meeting. A subsequent Board meeting finalized the agenda items, which were then disclosed through official filings on the KRX KIND system, the FSS DART system, and the U.S. SEC EDGAR system, as well as announcements posted on the POSCO HOLDINGS website. Since the AGM held in March 2021, the Company has also provided English-language disclosures on the KRX website to enhance information accessibility for foreign shareholders.

 

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At the 55th AGM held in 2023, the Company amended its Articles of Incorporation to abolish the written voting system as part of its ESG management efforts, including the reduction of paper mailings. As an exceptional measure at the 56th AGM held in 2024, the Company sent shareholder notices by mail, providing information on the date and time of the AGM, agenda items, methods of exercising voting rights, and the online broadcast schedule for shareholders who had previously received such notices by mail. Starting with the 57th AGM held in 2025, POSCO HOLDINGS discontinued the mailing of written shareholder notices to further implement ESG management practices.

The notices of convocation for the 57th AGM held in 2025 and the 58th AGM held in 2026 were issued 28 days prior to each meeting, in compliance with the Code of Best Practices for ESG Management. Going forward, POSCO HOLDINGS will continue its efforts to provide shareholders with sufficient information 28 days prior to each AGM.

 

[201200] (Sub-principle 1-2) - Shareholders shall be able to participate in the AGM and express their opinions to the fullest extent.

Briefly describe the company’s compliance with the above sub-principle.

We held 3 AGMs outside peak dates and encouraged proxy voting to enhance shareholder convenience.

 

A.

Describe the general information regarding the exercise of the shareholders’ direct or indirect voting rights.

(1) Describe whether the company has avoided the convocation of its general meeting of shareholders during the popular dates for AGM, conducted voting in writing, solicited the voting by proxy, etc. for the last three business years.

The Articles of Incorporation were amended in relation to the voting rights record date: No

Convocation of AGMs Outside the Popular AGM Period

Over the past three fiscal years, POSCO HOLDINGS held a total of three AGMs, all of which were held on dates that fall outside the popular AGM period as part of its participation in the Voluntary Compliance Program for AGM Date Separation. For details on the exercise of voting rights at the AGMs held over the past three fiscal years, please refer to the table below.

 

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Adoption of Written and Electronic Voting and Status of Proxy Solicitation

Until the 55th AGM held in 2023, POSCO HOLDINGS mailed written voting forms and return envelopes to all shareholders so that shareholders unable to attend the AGM in person could exercise their voting rights through written voting. At the 55th AGM held in 2023, the Company amended its Articles of Incorporation to abolish the written voting system as part of its ESG management efforts, including the reduction of paper mailings. For the 56th Annual General Meeting held in 2024, the Company sent shareholder notices to facilitate electronic voting or the appointment of a proxy in response to proxy solicitation, taking into account the convenience of shareholders who had previously received such notices by mail. Starting with the 57th AGM held in 2025, the Company discontinued the mailing of written shareholder notices as part of its efforts to put ESG management into practice.

Since the AGM held in March 2019, the Company has implemented e-voting annually to enhance the convenience of shareholders in exercising their voting rights. The Company has also taken measures to facilitate proxy voting by making proxy forms available on its website. Beginning with the March 2021 AGM, the Company has held AGMs in parallel with live online broadcasts each year and accepted shareholder questions in advance of the meetings to promote broader shareholder participation.

Table 1-2-1: Access to the Exercise of the Voting Right at AGM

 

Category		58th AGM (2026)		57th AGM (2025)		56th AGM (2024)
Popular period for AGM		Mar. 25, 2026 Mar. 27, 2026 Mar. 30, 2026		Mar. 21, 2025 Mar. 27, 2025 Mar. 28, 2025		Mar. 22, 2024 Mar. 27, 2024 Mar. 29, 2024
Date of AGM		Mar. 24, 2026		Mar. 20, 2025		Mar. 21, 2024
Avoided the convocation of AGM during the popular AGM period (peak days)		O		O		O
Conducted voting in writing		X		X		X
Conducted E-voting		O		O		O
The company solicited the voting by proxy		O		O		O

(2) Provide the ratio of votes in favor and against each agenda item, along with the details, from the general meetings of shareholders convened between the start of the period subject to disclosure to the report submission date.

 

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Between the start of the period subject to disclosure and the report submission date, POSCO HOLDINGS held a total of two AGMs. The detailed voting results for each agenda item are as follows:

Table 1-2-2: Resolutions from General Shareholders’ Meetings

 

				Type of resolutions		Purpose of meeting		Approval		Total number of issued shares with voting rights (1)		No. of shares with voting rights exercised among (1)		No. of shares in favor		Percentage of shares in favor (%)		No. of shares against, abstained, etc.		Percentage of shares against, abstained, etc. (%)
The 58th AGM (2026)		1		Ordinary		Approval of the Financial Statements for the 58th Fiscal Year (Jan. 1, 2025-Dec. 31, 2025)		Approved		73,206,732		29,201,639		28,519,107		97.7		682,532		2.3
		2-1		Extraordinary		Partial Amendment to the Articles of Incorporation - Change of Title to Independent Director		Approved		75,620,779		31,615,686		31,492,699		99.6		122,987		0.4
		2-2		Extraordinary		Partial Amendment to the Articles of Incorporation - Increase in the Number of Separately Elected Audit Committee Members		Approved		75,620,779		31,615,686		31,479,521		99.6		136,165		0.4
		2-3		Extraordinary		Partial Amendment to the Articles of Incorporation - Expansion of the Scope of Voting Rights Restrictions upon the Election or Removal of Audit Committee Members		Approved		75,620,779		31,615,686		31,497,767		99.6		117,919		0.4
		2-4		Extraordinary		Partial Amendment to the Articles of Incorporation - Introduction of Electronic AGM		Approved		75,620,779		31,615,686		31,548,124		99.8		67,562		0.2
		2-5		Extraordinary		Partial Amendment to the Articles of Incorporation - Deletion of the Provision on the Separate Election System for Cumulative Voting		Approved		71,447,792		27,442,699		27,305,328		99.5		137,371		0.5
		3-1		Ordinary		Appointment of LEE, Ju Tae as an Inside Director		Approved		75,620,779		31,615,686		30,604,820		96.8		1,010,866		3.2
		3-2		Ordinary		Appointment of KIM, Ki Soo as an Inside Director		Approved		75,620,779		31,615,686		30,707,917		97.1		907,769		2.9
		3-3		Ordinary		Appointment of CHUNG, Seok Mo as an Inside Director		Approved		75,620,779		31,615,686		31,171,303		98.6		444,383		1.4
		4		Ordinary		Appointment of LEE, Hee Geun as an Other Non-Executive Director		Approved		75,620,779		31,615,686		30,982,866		98.0		632,820		2.0
		5		Ordinary		Appointment of KIM, Jooyoun as an Independent Director		Approved		75,620,779		31,615,686		31,312,686		99.0		303,000		1.0
		6		Ordinary		Election of KIM, Joongi as Independent Director to Serve on the Audit Committee		Approved		71,447,792		27,442,699		25,831,949		94.1		1,610,750		5.9

 

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		7		Ordinary		Approval of Director Remuneration Limit		Approved		73,191,195		29,187,615		28,410,811		97.3		776,804		2.7
The 57th AGM (2025)		1		Ordinary		Approval of Financial Statements for the 57th Fiscal Year (Jan. 1, 2024-Dec. 31, 2024)		Approved		73,206,732		28,898,363		26,777,648		92.7		2,120,715		7.3
		2-1		Extraordinary		Partial Amendment of the Articles of Incorporation: Addition of a Provision for Delegation of Bond Issuance Authority		Approved		75,620,779		31,312,410		31,089,513		99.3		222,897		0.7
		2-2		Extraordinary		Partial Amendment of the Articles of Incorporation: Raising of Shareholder Voting Requirement to Approve Reappointment of CEO & Representative Director After Serving Consecutive Terms		Approved		75,620,779		31,312,410		31,255,942		99.8		56,468		0.2
		2-3		Extraordinary		Partial Amendment of the Articles of Incorporation: Removal of the Preamble		Approved		75,620,779		31,312,410		31,095,061		99.3		217,349		0.7
		2-4		Extraordinary		Partial Amendment of the Articles of Incorporation: Change of the Record Date for Quarterly Dividends		Approved		75,620,779		31,312,410		31,218,393		99.7		94,017		0.3
		3-1		Ordinary		Election of LEE, Ju Tae as Inside Director		Approved		75,620,779		31,312,410		30,914,948		98.7		397,462		1.3
		3-2		Ordinary		Election of CHUN, Sung Lae as Inside Director		Approved		75,620,779		31,312,410		30,913,289		98.7		399,121		1.3
		3-3		Ordinary		Election of KIM, Ki Soo as Inside Director		Approved		75,620,779		31,312,410		30,269,337		96.7		1,043,073		3.3
		4-1		Ordinary		Election of YOO, Jin Nyoung as Independent Director		Approved		75,620,779		31,312,410		30,077,946		96.1		1,234,464		3.9
		4-2		Ordinary		Election of SOHN, Sung Kyu as Independent Director		Approved		75,620,779		31,312,410		29,635,246		94.6		1,677,164		5.4
		5-1		Ordinary		Election of SOHN, Sung Kyu as Independent Director to Serve on the Audit Committee		Approved		71,728,818		27,420,449		25,740,509		93.9		1,679,940		6.1
		5-2		Ordinary		Election of KIM, Joongi as Independent Director to Serve on the Audit Committee		Approved		71,728,818		27,420,449		26,889,142		98.1		531,307		1.9
		6		Ordinary		Approval of Director Remuneration Limit		Approved		73,206,732		28,898,363		28,570,746		98.9		327,617		1.1

 

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B.

Describe the company’s efforts to communicate with shareholders when there was an agenda item with a high opposition rate or that was rejected, and provide the details.

Among the agenda items submitted for approval at AGMs held between the start of the period subject to disclosure and the report submission date, none were rejected or received a high level of opposition.

 

C.

Based on the above, if the company has not taken sufficient measures to encourage shareholders to actively participate in the decision-making process such as the general shareholders’ meetings, explain the reason(s) and future plans.

(1) Shortcomings and the reason(s)

-

(2) Future plans and additional explanations

As outlined in the section above titled “A. General Information Regarding the Exercise of Shareholders’ Voting Rights,” POSCO HOLDINGS implements e-voting and conducts proxy solicitation to encourage maximum shareholder participation in AGMs. In particular, since 2020, the Company has actively promoted electronic voting and other non-in-person methods of exercising voting rights on its website to support shareholders who were unable to attend the AGM in person due to the COVID-19 pandemic. The Company also provided an email address and phone number for inquiries regarding AGM attendance and voting procedures in its notices of convocation, and actively responded to shareholder inquiries.

 

[201300] (Sub-principle 1-3) - Companies shall provide shareholders with the opportunity to propose agenda items for the general shareholders’ meetings, and allow them to ask questions and request explanations regarding the proposals during the meetings.

Briefly describe the company’s compliance with the above sub-principle.

Since 2018, we have received shareholder recommendations for independent director candidates.

A. Describe the details about the shareholders’ right to propose agenda items, in the following:

 

(1)

Does the company provide a detailed guidance on the procedures related to shareholders’ proposal on its website, etc.?

 

Implemented No

As shareholder proposal procedures are prescribed under the Commercial Act, POSCO HOLDINGS does not separately provide information on such procedures through its website or other channels.

 

(2)

Has the company established and implemented regulations on the procedures and standards for handling shareholders’ proposals?

 

Implemented Yes

 

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Upon receipt of a shareholder proposal, POSCO HOLDINGS verifies whether the proposal satisfies the requirements prescribed by applicable laws and regulations. If the requirements are met, the Company submits the proposal as an agenda item for the AGM by resolution of the Board of Directors. Separately from shareholder proposals, the Company introduced and has operated a shareholder recommendation system since 2018 to strengthen communication with shareholders and secure a diverse pool of independent director candidates by enabling shareholders to participate directly in the process of identifying such candidates.

At least four months prior to the AGM, the Chair of the Director Candidate Recommendation Committee sends an official letter to shareholders holding at least 0.1% of the issued shares with voting rights. At the same time, POSCO HOLDINGS posts a notice on the Company’s website inviting shareholders to recommend preliminary independent director candidates, with each shareholder permitted to recommend one candidate. Recommendations are accepted in writing by email or post, and shareholder-recommended candidates undergo the same qualification review by the Independent Director Candidate Recommendation Advisory Panel as other candidates.

Until the 2024 AGM, shareholders eligible to recommend preliminary independent director candidates were those holding at least 0.5% of the Company’s voting shares, consistent with the shareholding requirement for exercising shareholder proposal rights under the Commercial Act. Starting with the 2025 AGM, the Company expanded eligibility to shareholders holding at least 0.1% of the issued shares with voting rights, in order to further strengthen communication with shareholders and secure a more diverse pool of independent director candidates.

At the Annual General Meeting held in March 2019, one preliminary candidate (a female law professor) was nominated through the shareholder recommendation process. The Independent Director Candidate Recommendation Advisory Panel reviewed the shareholder-recommended preliminary candidate together with other independent director candidates. However, the candidate was not recommended to the Director Candidate Recommendation Committee as an independent director candidate, as the Advisory Panel concluded that her expertise did not align with the Company’s needs at the time. The relevant details were subsequently communicated to the recommending organization. For the AGM held in March 2026, the shareholder recommendation process was conducted from August 18 to August 31, 2025.

 

(3)

Describe the details of shareholders’ proposals raised between the start of the period subject to disclosure to the report submission date, and explain how those proposals were addressed.

There are shareholders’ proposals: No

No shareholder proposals were received between the start of the period subject to disclosure and the report submission date.

Table 1-3-1: Status of Shareholder Proposals

 

Date of Proposal

Proposing  entity

Type

Main  content

In process /  Implemented

Approval

Approval  Rate (%)

Rejection  Rate (%)

N/A

 

(4)

Describe the main content of open letters the company has received from shareholders between the start of the period subject to disclosure to the report submission date. And explain how those proposals were addressed.

The company has received open letters: No

No open letters were received between the start of the period subject to disclosure and the report submission date.

 

14

Table 1-3-2: Status of Open Letters

 

Date of dispatch

Sender

Main content

Date of  reply

Acceptance

Main content of  the reply

N/A

 

B.

Based on the above, describe any shortcomings in the policy to facilitate the exercise of the shareholders’ right to propose agenda items. Explain the reason(s) for the shortcomings and future plans.

 

(1)

Shortcomings and the reason(s)

 

-

 

(2)

Future plans and additional explanations

 

-

 

Briefly describe the company’s compliance with the above sub-principle.

Our return policy ensures dividend predictability by setting dividends before the record date.

 

A.

Describe whether the company has established a policy on shareholder return and whether it fully informs its shareholders of the information, including the following:

 

(1)

Has the company established a dividend policy and other shareholder return policies?

Established Yes

In January 2020, the Board of Directors specified the Company’s medium-term dividend policy to enhance dividend transparency and predictability. Under the disclosed policy, the Company targets a dividend payout ratio of approximately 30%. The payout ratio is calculated based on consolidated net income attributable to controlling interests, after adjustments for one-off non-cash expenses, thereby strengthening the linkage between dividends and business performance. During the medium-term dividend policy period from 2020 to 2022, the Company paid KRW 2.8161 trillion in cash dividends, representing a consolidated dividend payout ratio of 24.8%. In addition, the Company retired treasury shares in 2022 equivalent to 3% of the total issued shares, amounting to KRW 567.5 billion based on book value. As a result, the Company delivered a record-high total shareholder return of KRW 3.3836 trillion, with a total shareholder return ratio of 29.8%.

 

15

In April 2023, the Company announced a new three-year shareholder return policy for 2023-2025. Under the policy, the Company would pay a basic dividend of KRW 10,000 per share using 50-60% of annual free cash flow on a separate basis as the funding source, with any remaining funds used for additional shareholder returns. The newly established shareholder return policy was designed to strike a balance between enhancing shareholder value through growth and providing stable shareholder returns through consistent dividends. In particular, the Company established shareholder return criteria based on free cash flow after taking investment expenditures into account, thereby seeking to secure growth potential through the uninterrupted execution of its growth strategy. By introducing a basic dividend framework, the Company also aimed to minimize the risk of fluctuations in the scale of shareholder returns arising from uncertainties in free cash flow. In accordance with its new shareholder return policy, POSCO HOLDINGS fully fulfilled its commitment to shareholders by paying a basic dividend of KRW 10,000 per share each year from 2023 through 2025.

In April 2026, POSCO HOLDINGS announced a new medium-term shareholder return policy for 2026-2028. Under the policy, the Company aims to achieve a shareholder return ratio of 35-40%, including dividends and repurchases and cancellations of treasury shares, by linking shareholder returns to annual performance based on adjusted net income attributable to controlling interests. Through this policy, the Company plans to enhance its standing as a high-dividend company and improve dividend predictability for shareholders.

In July 2024, the Company announced a new share buyback policy to cancel treasury shares equivalent to 6% of total issued shares in installments over three years, together with the new acquisition and immediate cancellation of KRW 100 billion worth of new treasury shares. The Company also established a policy to immediately cancel all treasury shares newly acquired in the market for the purpose of enhancing shareholder value, except for those intended for use by executives and employees. In line with this policy, the Company cancelled treasury shares equivalent to 2% of total issued shares on three occasions, in July 2024, March 2025, and March 2026. In July 2024, the Company also newly acquired KRW 100 billion worth of treasury shares in the market and immediately cancelled them, thereby fully fulfilling this commitment as well.

Additionally, through amendments to the Articles of Incorporation approved at the 55th AGM in 2023 and the 57th AGM in 2025, the Company has sequentially introduced an advanced dividend procedure for year-end and quarterly dividends, under which the dividend details are determined before the record date. Going forward, the Company will continue to communicate transparently with shareholders regarding shareholder returns and remain committed to upholding shareholders’ rights.

 

(2)

How the company deliver the information about its shareholder return policy to shareholders? Does the company also provide the return policy material in English?

The company has notified shareholders of the policy at least once a year: Yes

The material is also provided in English: Yes

When POSCO HOLDINGS establishes a new shareholder return policy, resolves to pay quarterly or year-end dividends, or implements share repurchases or cancellations, the Company promptly discloses the relevant information and provides detailed guidance to shareholders through IR events and postings on its website. The Company also maintains dedicated pages on its website for dividend policies, treasury share status, and dividend payment inquiries, enabling shareholders to conveniently access information on the Company’s shareholder return policies and related matters.

 

16

In April 2023, when the Company announced its medium-term shareholder return policy for the three years from 2023 to 2025, it promptly disclosed the policy in Korean and English through KRX disclosures and U.S. SEC filings, and provided shareholders with detailed information through its Q1 2023 IR event and postings on its website. In July 2024, the Company also announced through a KRX disclosure a shareholder return policy that included the following: the cancellation, in installments over the next three years, of treasury shares equivalent to approximately 6% of total issued shares; a plan to newly acquire and cancel KRW 100 billion worth of treasury shares; and the principle of immediately canceling any treasury shares newly acquired in the market for the purpose of enhancing shareholder value, except for those intended for use by executives and employees. The relevant information was also provided in English through KRX English disclosures, U.S. SEC filings, and the Company’s English website. Subsequently, pursuant to its medium-term shareholder return policy, the Company disclosed its treasury share cancellation plans over three years through “Decision on Share Cancellation” filings made via the KRX Korean- and English-language disclosure systems and U.S. SEC filings on August 1, 2024, February 19, 2025, and February 19, 2026. The Company also continues to disclose “Dividend Resolution” filings on a quarterly basis through the same KRX Korean- and English-language disclosure systems and U.S. SEC filings.

In April 2026, the Company disclosed its new medium-term shareholder return policy for 2026-2028. In addition, during the 2023-2025 period, the Board of Directors resolved on treasury share cancellation plans to implement the previously announced shareholder return policy. POSCO HOLDINGS simultaneously disclosed the relevant information through KRX disclosures in Korean and English, U.S. SEC filings, and notices posted on the Company’s website in Korean and English. Furthermore, the Company’s shareholder return policy is stated in its periodic reports, including quarterly, semi-annual, and annual reports, submitted to the FSS every quarter.

 

(3)

If the company has paid out the cash dividends between the start of the period subject to disclosure to the report submission date, did the company provide predictability regarding dividends by making dividend decisions before the dividend record date?

Reflected to the articles of incorporation: Yes

Implemented Yes

Year-End Dividends

To implement an advanced dividend procedure under which the dividend details are determined before the record date is set, POSCO HOLDINGS amended its Articles of Incorporation at the 55th AGM held in March 2023 to allow the Board of Directors to set the record date for year-end dividends on a date other than the fiscal year-end. Accordingly, for both the 2024 and 2025 year-end dividends, the Board of Directors determined the dividend details prior to the dividend record date, thereby enhancing dividend predictability for shareholders.

Quarterly Dividends

At the end of 2024, the Financial Investment Services and Capital Markets Act (the “Capital Markets Act”) was amended to allow the Board to set the quarterly dividend record date in the same manner as the final dividend. Accordingly, the Company revised the Articles of Incorporation at the 57th AGM held in March 2025 to amend the provisions regarding the “Change in the Quarterly Dividend Record Date” to reflect the Standard Articles of Incorporation of the Korea Listed Companies Association. Accordingly, the Company determined all dividends for 1Q through 3Q 2025 prior to the respective record dates, thereby providing shareholders with dividend predictability.

 

17

Table 1-4-1: Dividend Record Date and Dividend Amount Confirmation Date

 

		Closing month		Whether year-end dividends were paid		Date of dividend record		Date of dividend amount confirmation		Provision of cash dividend predictability
Final Dividend (57th AGM)		Dec.		O		Feb. 28, 2025		Feb. 5, 2025		O
Q1 Dividend (58th AGM)		Mar.		X		May. 28, 2025		May 13, 2025		O
Q2 Dividend (58th AGM)		Jun.		X		Aug. 27, 2025		Aug. 12, 2025		O
Q3 Dividend (58th AGM)		Sep.		X		Nov. 26, 2025		Nov. 11, 2025		O
Final Dividend (58th AGM)		Dec.		O		Feb. 27, 2026		Feb. 3, 2026		O
Q1 Dividend (59th AGM)		Mar.		X		May 27, 2026		May 12, 2026		O

 

B.

Based on the above, describe any shortcomings in the course of establishing the shareholder return policy and providing related information. Explain the reason(s) for the shortcomings and future plans.

(1) Shortcomings and the reason(s)

-

(2) Future plans and additional explanations

-

 

Briefly describe the company’s compliance with the above sub-principle.

We paid planned dividends under the 2023-2025 return policy and 2024-2026 Corporate Value-Up Plan.

 

A.

Describe the company’s recent actions on shareholder returns.

 

(1)

Dividend-related matters

In April 2023, POSCO HOLDINGS established and announced its shareholder return policy for 2023-2025, with the aim of striking a balance between enhancing shareholder value through growth and providing shareholder returns through stable dividends. The Company established shareholder return criteria based on free cash flow after taking investment expenditures into account, thereby seeking to secure growth potential through the uninterrupted execution of its growth strategy. At the same time, by introducing a basic dividend, the Company aimed to minimize the risk of fluctuations in the scale of shareholder returns arising from uncertainties in free cash flow. Accordingly, the Company paid cash dividends of KRW 758.8 billion in 2023, with a consolidated dividend payout ratio of 44.7% and a dividend per share of KRW 10,000. In 2024, the Company paid cash dividends of KRW 757.5 billion, with a consolidated dividend payout ratio of 69.2% and a dividend per share of KRW 10,000. In 2025, the Company paid cash dividends of KRW 756.2 billion, with a consolidated dividend payout ratio of 115.0% and a dividend per share of KRW 10,000.

 

18

In April 2026, POSCO HOLDINGS announced a new mid-term shareholder return policy for 2026-2028. Under the policy, the Company will target a shareholder return ratio of 35-40%, comprising dividends and share buybacks and cancellations, linked to annual performance based on adjusted net income from controlling interests. Through this policy, the Company aims to strengthen its position as a high-dividend company and improve the predictability of dividend payments to shareholders.

Furthermore, POSCO HOLDINGS amended its Articles of Incorporation at the AGM held in March 2023 and March 2025, thereby proactively adopting advanced year-end and quarterly dividend procedures under which the dividend details are determined before the record date. The Company also endeavors to give due consideration to shareholder rights through transparent communication with shareholders regarding shareholder returns.

Table 1-5-1-1: Shareholder Returns for the Last Three Business Years

 

				General status						Stock dividend				Cash dividend (Unit: KRW)
				Year		Closing month								Distributable profits				Total dividends				Dividends per share				Dividend yield (%)
Current year		Common shares		2025			Dec.				—				45,684,593,863,098				756,207,790,000				10,000				2.8
Previous year		Common shares		2024			Dec.				—				45,896,402,480,955				757,484,930,000				10,000				4.0
Year before last		Common shares		2023			Dec.				—				45,177,683,527,788				758,762,070,000				10,000				2.4

Table 1-5-1-2: Cash Dividend Payout Ratio for the Last Three Business Years

 

Category		Current year		Previous year		Year before last
Consolidated based (%)		115.0		69.2		44.7
Non-consolidated based (%)		152.8		46.7		94.9

 

(2)

Has the company taken any action regarding shareholder returns other than dividends? If so, describe it.

In August 2022, the Company implemented a shareholder return measure by canceling treasury shares representing 3% of its total issued shares, with a book value of KRW 567.5 billion, to enhance shareholder value.

In July 2024, the Company announced a treasury share policy to cancel treasury shares equivalent to 6% of its total issued shares in installments over the three years from 2024 to 2026. The Company also announced a plan to repurchase and immediately cancel KRW 100 billion worth of treasury shares. In addition, the Company established a policy to immediately cancel all treasury shares newly acquired in the market for the purpose of enhancing shareholder value, except for shares intended for employee programs. In accordance with these policies, the Company canceled treasury shares equivalent to 2% of its total issued shares on three occasions, in July 2024, March 2025, and March 2026. In July 2024, the Company also repurchased KRW 100 billion worth of treasury shares in the market and immediately canceled all such shares, thereby fully implementing the previously announced plan.

 

19

Furthermore, recognizing the maximization of shareholder value as a key corporate value and an important objective shared across management, the Company disclosed its Corporate Value-Up Plan in December 2024 as part of its active participation in the government-led Corporate Value-Up Program. Through the plan, the Company established targets and implementation measures to enhance corporate value and continues to actively communicate with the market regarding the use of treasury shares, including their cancellation.

 

B.

Based on the above, describe any shortcomings regarding the shareholders’ rights to receive an appropriate amount of shareholder returns. Explain the reason(s) for the shortcomings and future plans.

 

(1)

Shortcomings and the reason(s)

-

 

(2)

Future plans and additional explanations

-

 

[202000] (Core Principle 2) Shareholders shall hold fair voting rights according to the class and number of shares owned; and the corporation shall make efforts to be equipped with a system that provides corporate information to the shareholders in a fair manner

 

[202100] (Sub-principle 2-1) - Companies shall ensure that the shareholders’ voting rights are not infringed upon, and provide sufficient amount of corporate information to shareholders at the right time, in a fair manner.

Briefly describe the company’s compliance with the above sub-principle.

We provide shareholders with information through disclosures in Korea and filings with the U.S. SEC.

 

A.

Describe the details about the stock issuance as of the preparation date of this report, in the following:

 

(1)

Stock issuance status

Pursuant to the Articles of Incorporation, the Company is authorized to issue up to 200,000,000 shares. As of the report submission date, the Company had issued 96,480,625 common shares, of which 17,239,098 shares have been canceled, bringing the total number of outstanding shares to 79,241,527.

 

20

Table 2-1-1-1: Total Number of Authorized Shares (Unit: Shares)

 

Common shares		Shares of different classes		Total number of authorized shares
200,000,000		0		200,000,000

Table 2-1-1-2: Detailed Status of Stock Issuance

 

		No. of shares issued		Issuance rate (%)		Note
Common Shares		79,241,527		39.6		—

 

(2)

Details and reason(s) for granting the voting rights by class of shares, and the history of the AGMs convened for different classes of shares.

POSCO HOLDINGS has not issued any different classes of shares to date.

 

B.

Based on the above, explain the reason(s) and future plans if the voting rights are not fairly granted to shareholders based on the type and number of shares they hold.

 

(1)

Shortcomings and the reason(s)

-

 

(2)

Future plans and additional explanations

The principle of “equitable treatment of shareholders” is publicly articulated in the POSCO HOLDINGS Corporate Governance Charter, as outlined below:

POSCO HOLDINGS Corporate Governance Charter

 

Accordingly, the Company complies with applicable laws and internal regulations and endeavors to ensure that all shareholders can exercise their rights on an equitable basis and receive corporate information in a timely, sufficient, and equitable manner.

 

21

C.

Describe the details of the overall information on communications the Company had with shareholders between the start of the period subject to disclosure to the report submission date, in the following:

 

(1)

Details on major investor relations (IR) events, conference calls, and conversations with shareholders including institutional investors.

Every year in January, April, July, and October, the Company holds annual and quarterly earnings releases in the form of conference calls led by C-level executives. Following each earnings announcement, the Company regularly conducts Non-Deal Roadshows (NDRs) for domestic institutional investors and other market participants and frequently participates in investor conferences hosted by securities firms in Korea and overseas. Through these activities, the Company responds directly to investors’ questions and gathers their feedback and views on the Company.

Furthermore, the Company endeavors to strengthen market confidence in its core business strategies by providing key shareholders with access to top management. C-level executives, independent directors, and other executives, including the Head of the IR Team, participate directly in overseas NDRs to share the Company’s performance and mid- to long-term strategic direction with investors and provide more substantive responses to matters of interest to shareholders.

POSCO HOLDINGS provides the contact email address for its IR Team on its website (https://www.posco-inc.com). Shareholders may use this email address to submit comments or inquiries, which are reviewed and answered by the relevant IR personnel. Shareholders may also call the Company’s main telephone number listed on the website and be connected to the dedicated IR line for responses to their inquiries. Through these communication channels, the Company endeavors to strengthen its engagement with minority shareholders.

Furthermore, the Company operates an online system through its website that enables investors and other interested parties wishing to visit the Company to request IR meetings. The Company holds such meetings on an ongoing basis and conducts a wide range of IR activities tailored to investors’ level of understanding and areas of interest.

POSCO HOLDINGS also communicates with investors in Korea and overseas through both conference calls and in-person meetings, while seeking to broaden its investor base. In addition, the Company proactively addresses ESG-related matters by holding ESG NDRs and engaging with investors through various activities, including site visits for investors and analysts to its premium steel and rechargeable battery materials production facilities, as well as participation in investor conferences.

To strengthen its investor communication channels, POSCO HOLDINGS live-streams its earnings presentations on the Company’s website, providing minority shareholders with real-time access to such information. In March 2023, the Company also launched POSCO HOLDINGS IR (YouTube channel) to address the needs of retail investors and enhance communication with them. The channel provides video content such as Tech Talk and Market Talk, hosted by experts in rechargeable battery materials, to introduce the Company’s rechargeable battery materials business and explain topics of interest to the market. Its Virtual Tour content also provides detailed updates on the progress of major new business projects being pursued by the Company in Korea and overseas. As of May 2026, a total of 259 videos had been uploaded to the channel, which had approximately 27,000 subscribers and 32 million cumulative views.

 

22

Major IR Events (2025)

 

Date		Participants		Format		Occasion		Remarks
Jan. 2-3, 2025		Institutional investors in Korea		NDR		Fixed income NDR (Cumulative Q3 2024 earnings and Q&A session)
Feb. 3, 2025		Institutional investors and analysts in Korea and abroad		Conference call		Earnings release (2024 earnings release and Q&A session)
Feb. 4-7, 2025		Institutional investors in Korea		NDR		Earnings release (2024 earnings release and Q&A session)
Feb. 10-14, 2025		Institutional investors abroad		Conference & NDR		NH Investment & Securities C Forum (earnings, market trends, business issues, etc.)
Mar. 31-Apr. 4, 2025		Institutional investors abroad		NDR		NDR for fixed income investors (2024 earnings release and Q&A session)
Apr. 24, 2025		Institutional investors and analysts in Korea and abroad		Conference call		Earnings release (Q1 2025 earnings release and Q&A session)
Apr. 28-30, 2025		Institutional investors in Korea		NDR		Earnings release (Q1 2025 earnings release and Q&A session)
May 15, 2025		Institutional investors in Korea and abroad		Conference		Samsung Securities Conference (earnings, market trends, business issues, etc.)
May 20, 2025		Institutional investors abroad		Conference		BofA Conference (earnings, market trends, business issues, etc.)
May 22, 2025		Institutional investors in Korea and abroad		Conference		NH Securities Conference (earnings, market trends, business issues, etc.)
May 27-28, 2025		Institutional investors abroad		Conference		UBS Conference (earnings, market trends, business issues, etc.)
July 31, 2025		Institutional investors and analysts in Korea and abroad		Conference call		Earnings release (Q2 2025 earnings release and Q&A session)
Aug. 4-6, 2025		Institutional investors in Korea		NDR		Earnings release (Q2 2025 earnings release and Q&A session)
Aug. 25-26, 2025		Institutional investors in Korea and abroad		Conference		UBS Conference (earnings, market trends, business issues, etc.)
Sep. 3, 2025		Institutional investors in Korea and abroad		Conference		KB Securities Conference (earnings, market trends, business issues, etc.)
Sep. 8-9, 2025		Institutional investors abroad		Conference		CLSA Conference (earnings, market trends, business issues, etc.)
Sep. 10, 2025		Institutional investors in Korea and abroad		Conference		BofA Conference (earnings, market trends, business issues, etc.)
Sep. 11, 2025		Institutional investors in Korea		Conference		Mirae Asset Securities Corp Day (earnings, market trends, business issues, etc.)
Sep. 17, 2025		Institutional investors in Korea		Conference		Kiwoom Securities Corp Day (earnings, market trends, business issues, etc.)
Oct. 24, 2025		Institutional investors and analysts in Korea and abroad		Conference call		Earnings release (Q3 2025 earnings release and Q&A session)
Oct. 28-30, 2025		Institutional investors in Korea		NDR		Earnings release (Q3 2025 earnings release and Q&A session)
Nov. 12, 2025		Institutional investors in Korea		Conference call		Presentation on lithium resource acquisition
Nov. 16-23, 2025		Institutional investors abroad		NDR		Fixed income NDR (earnings, market trends, business issues, etc.)
Nov. 19-20, 2025		Institutional investors in Korea and abroad		Conference		Morgan Stanley Conference (earnings, market trends, business issues, etc.)
Nov. 24-28, 2025		Institutional investors abroad		NDR		ESG NDR in Hong Kong and Singapore (ESG performance Q&A)
Nov. 26-27, 2025		Institutional investors and analysts in Korea		Site visit		Site visit to rechargeable battery materials operations in Gwangyang
Dec. 1-5, 2025		Institutional investors in Korea		NDR		ESG NDR for institutional investors in Korea (ESG performance Q&A)
Dec. 11-12, 2025		Institutional investors abroad		NDR		Independent director NDR (ESG outcome and governance Q&A)
Jan. 1-Dec. 31, 2025		Institutional investors and analysts in Korea and abroad		IR		One-on-one meetings, by request of shareholders and investors (In-person meetings and conference calls)		136 times in total

 

23

Major IR Events (2026, as of the report submission date)

 

Date		Participants		Format		Occasion		Remarks
Jan. 5.-9, 2026		Institutional investors abroad		NDR		Fixed income NDR (Fixed income issuance Q&A)
Jan. 29, 2026		Institutional investors and analysts in Korea and abroad		Conference call		Earnings release (2025 earnings release and Q&A session)
Jan.30-Feb. 4, 2026		Institutional investors in Korea		NDR		Earnings release (2025 earnings release and Q&A session)
Feb. 24-Mar. 9, 2026		Institutional investors in Korea and abroad		Voting rights NDR		Voting rights NDR (ESG outcome, earnings, market trends, business issues, AGM agenda items, etc.)
Mar. 9-13, 2026		Institutional investors and analysts in Korea and abroad		NDR		NDR in Hong Kong, Singapore, and Malaysia (2025 earnings release and Q&A session)
Apr. 30, 2026		Institutional investors and analysts in Korea and abroad		Conference call		Earnings release (Q1 2026 earnings release and Q&A session)
Jan. 1-May 31, 2026		Institutional investors and analysts in Korea and abroad		IR		One-on-one meetings, by request of shareholders and investors (in-person meetings and conference calls)		40 times in total

 

(2)

Details on separate events held to conduct a communication with minority shareholders, if any.

 

Separate events were held: Yes

On March 24, 2025, the date of its AGM, the Company arranged a separate venue to engage directly with minority shareholders. At the session, the Company provided an overview of steel market conditions and the outlook, which were of particular interest to minority shareholders, as well as updates on the progress of the POSCO Group’s rechargeable battery materials business. The session also provided minority shareholders with an opportunity to raise additional questions and receive responses directly from the Company. In particular, the participation of an IR executive facilitated direct communication with minority shareholders and helped strengthen their trust in the Company.

(3) Details on separate events held to conduct a communication with foreign investors, if any.

POSCO HOLDINGS endeavors to strengthen market confidence in its key business strategies by providing key shareholders with access to top management. Following each earnings announcement, C-level executives and IR executives participate directly in overseas NDRs for institutional investors in Asia, the Americas, and Europe. Through these activities, they share the Company’s business performance and mid- to long-term strategic direction with investors and provide more substantive responses to matters of interest to shareholders. For the names and details of these events, please refer to the IR activities listed in the above “(1) Details on major investor relations (IR) events, conference calls, and conversations with shareholders including institutional investors.”

(4) Does the company provide detailed contact information for inquiries, such as the phone number, email address of the IR department, etc. on its website, etc.?

 

Implemented: Yes

 

24

POSCO HOLDINGS provides the contact email address for its IR Team on its website (https://www.posco-inc.com). Through the CONTACT US page, shareholders may submit comments or inquiries, which are reviewed and answered by the relevant IR personnel. Shareholders may also call the Company’s main telephone number listed on the website and be connected to the dedicated IR line, where their inquiries are answered by telephone.

In addition, corporate information, including the IR materials described above, is made available to all shareholders in a timely and equitable manner through the KRX KIND system (http://kind.krx.co.kr), the FSS DART system (http://dart.fss.or.kr), the U.S. SEC EDGAR system (https://www.sec.gov/edgar), and the Company’s official website (https://www.posco-inc.com).

 

(5)

Has the company been operating an English-language website and designated a staff member to assist foreign shareholders, and disclosed contact information for consultation in foreign languages? Has it also provided disclosures written in English?

 

The company has an English-language website: Yes

 

The company has designated a staff member to deal with foreign shareholder:s Yes

 

English disclosure ratio: 97.4

POSCO HOLDINGS operates an English-language website for foreign shareholders. Shareholders may submit inquiries to the IR Team through the IR contact email address or the Q&A section provided on the website, and the relevant IR personnel review and respond to the inquiries received. Since 2020, the Company has participated in the KRX initiative to promote English-language disclosures and has actively used the English disclosure service available through the KIND system to improve access to corporate information for foreign investors.

As a company whose ADRs are listed on the New York Stock Exchange (NYSE), POSCO HOLDINGS files applicable English-language disclosures with the U.S. SEC through its EDGAR system. In addition, IR contact information is provided in filings with the SEC, including the Company’s annual report on Form 20-F, enabling shareholders to submit inquiries.

During the reporting period, the Company filed a total of 37 timely disclosures through KIND and DART, excluding fair disclosures, filing matters, and voluntary disclosures. Of these, 36 were also filed in English through channels including EDGAR. The details are as follows:

 

Date		Disclosure Title (English)		Major Content (Korean)
Jan. 14, 2025		Organization of Investor Relations Event		Convocation of an IR meeting [notice]
Feb. 3, 2025		Changes of 30% or More in Sales or Profits/Losses (15% or More in the Case of Large-sized Corporations)		Change in sales or profit structure by 30% or more (15% or more in the case of large-sized corporations)
Feb. 3, 2025		Changes of 30% or More in Sales or Profits/Losses (15% or More in the Case of Large-sized Corporations)- Subsidiary company		Change in sales or profit structure by 30% or more (15% or more in the case of large-sized corporations) [report on material matters concerning the management of a subsidiary]
Feb. 5, 2025		Decision on Cash Dividends and Dividends in Kind		Decision on cash or in-kind dividend payment
Feb. 5, 2025		Decision on Closure of Shareholder’s Registry(Including Record Date) for Dividends		Determination of the record date for the closure of the shareholder register for cash or in-kind dividends
Feb. 6, 2025		Decision on Cash Dividends and Dividends in Kind - Subsidiary company		Decision on cash or in-kind dividend payment [report on material matters concerning the management of a subsidiary]
Feb. 11, 2025		Occurrence of Causes for Corporate Dissolution - Subsidiary company		Occurrence of causes for corporate dissolution [report on material matters concerning the management of a subsidiary]
Feb. 19, 2025		Decision on Calling Shareholders’ Meeting		Decision to convene shareholders’ meeting

 

25

Feb. 19, 2025		Retirement of Stocks		Decision to cancel shares
Feb. 20, 2025		Summary of Proxy Solicitation		Reference document on proxy solicitation
Feb. 24, 2025		To Shareholders: Notice of the 57th Ordinary General Meeting of Shareholders		Decision to convene shareholders’ meeting
Mar. 12, 2025		Submission of Audit Report		Submission of audit report
Mar. 12, 2025		Submission of Audit Report - Subsidiary company		Submission of audit report [report on material matters concerning the management of a subsidiary]
Mar. 20, 2025		Changes in Representative Directors		Report on appointment, dismissal, or early retirement of independent directors
Mar. 20, 2025		Outcome of Annual Shareholders’ Meeting		Results of the AGM
Mar. 31, 2025		English-language translated documents of POSCO HOLDINGS INC.’s Business Report for the year 2024		Business report
Apr. 10, 2025		Organization of Investor Relations Event		Convocation of an IR meeting [notice]
May 13, 2025		Decision on Cash Dividends and Dividends in Kind		Decision on cash or in-kind dividend payment
May 13, 2025		Decision on Closure of Shareholder’s Registry(Including Record Date) for Dividends		Decision on closure of shareholder’s registry (including record date) for cash or in-kind dividend payment
May 14, 2025		Organization of Investor Relations Event		Convocation of an IR meeting [notice]
May 30, 2025		English-language translated documents of POSCO HOLDINGS INC.’s 1Q Quarterly Report for the year 2025		Quarterly report
Jul. 10, 2025		Organization of Investor Relations Event		Convocation of an IR meeting [notice]
Aug. 5, 2025		Exclusion of Subsidiary from Holding Company		Exclusion of a subsidiary from the holding company’s subsidiaries
Aug. 12, 2025		Decision on Cash Dividends and Dividends in Kind		Decision on cash or in-kind dividend payment
Aug. 12, 2025		Decision on Closure of Shareholder’s Registry(Including Record Date) for Dividends		Decision on closure of shareholder’s registry (including record date) for cash or in-kind dividend payment
Aug. 18, 2025		Decision on Cash Dividends and Dividends in Kind - Subsidiary company		Decision on cash or in-kind dividend payment [report on material matters concerning the management of a subsidiary]
Aug. 28, 2025		Details of Corporate Governance Report		Disclosure of Corporate Governance Report
Aug. 29, 2025		An English-language translated document of POSCO HOLDINGS INC.’s Interim Report (2Q) for the year 2025		Semi-annual report
Sep. 3, 2025		Organization of Investor Relations Event		Convocation of an IR meeting [notice]
Sep. 17, 2025		Inclusion of Subsidiary in Holding Company		Inclusion as a subsidiary of the holding company
Oct. 14, 2025		Organization of Investor Relations Event		Convocation of an IR meeting [notice]
Nov. 5, 2025		Occurrence of a Serious Industrial Accident - Subsidiary company		Occurrence of a serious industrial accident [report on material matters concerning the management of a subsidiary]
Nov. 11, 2025		Decision on Cash Dividends and Dividends in Kind		Decision on cash or in-kind dividend payment
Nov. 11, 2025		Decision on Closure of Shareholder’s Registry(Including Record Date) for Dividends		Decision on closure of shareholder’s registry (including record date) for cash or in-kind dividend payment
Nov. 28, 2025		An English-language translated document of POSCO HOLDINGS INC.’s 3Q Quarterly Report for the year 2025		Quarterly report
Dec. 16, 2025		Decision on Acquisition of Shares or Investment Certificates of Other Corporations - Subsidiary company		Decision on acquisition of shares or investment certificates of other corporations
Dec. 19, 2025		Occurrence of a Serious Industrial Accident - Subsidiary company		Occurrence of a serious industrial accident [report on material matters concerning the management of a subsidiary]

 

(6)

Has the company been subjected to any restrictions related to disclosure, such as being designated as an unfaithful disclosure corporation, between the start of the period subject to disclosure to the report submission date? If so, describe the details.

 

The company has been designated as an unfaithful disclosure corporation: No

Having faithfully fulfilled its disclosure obligations, POSCO HOLDINGS has not been designated as an unfaithful disclosure corporation to date.

 

26

POSCO HOLDINGS has strengthened its communication with the market by proactively disclosing material information concerning the Company in both Korean and English, based on a thorough understanding of relevant laws and regulations, including capital market and disclosure regulations. Since the launch of POSCO HOLDINGS in 2022, the Company has established disclosure operating standards governing coordination between the holding company and its operating companies under the holding company governance structure. It has also established a framework to strengthen advance monitoring of matters subject to disclosure on a continuous basis. In addition, the Company has sought to enhance awareness of disclosure obligations across the Group by providing ongoing disclosure training to relevant departments and actively sharing information on IR best practices and developments in global regulations.

Table 2-1-3: Details on Designation as Unfaithful Disclosure Corporation

 

Type of unfaithful disclosure

Date of designation

Reason for designation

Imposed penalty points

Imposed fine (Unit: KRW)

Improvement efforts after designation, etc.

N/A

 

D.

Based on the above, explain the reason(s) and describe plans for improvement if there have been any shortcomings to provide shareholders with the sufficient amount of corporate information at the right time, in a fair manner.

 

(1)

Shortcomings and the reason(s)

 

-

 

(2)

Future plans and additional explanations

As outlined in the above section “C. Overall information on communications the Company had with shareholders”, the Company provides all shareholders with timely and equitable access to corporate information, including IR materials, through the Company’s website and disclosure search systems, including the FSS DART system (http://dart.fss.or.kr) and the KRX KIND system (http://kind.krx.co.kr).

As a company whose ADRs are listed on the NYSE, POSCO HOLDINGS files English-language disclosures with the U.S. SEC through its EDGAR system (https://www.sec.gov/edgar).

The Company operates an English-language website and translates into English all materials provided to investors through its IR activities, as well as quarterly and semi-annual review reports and annual audit reports. These materials are posted on the website to provide all shareholders in Korea and overseas with equitable access to corporate information.

 

Briefly describe the company’s compliance with the above sub-principle.

 

27

We operate safeguards for shareholders on related-party transactions and management self-dealings.

 

A.

Describe in detail the company’s controlling measures (control policies) regarding internal transactions with affiliated companies, etc. and self-dealing with management or controlling shareholders, etc.

 

(1)

Overall control policies for internal transactions and self-dealings.

 

Implemented Yes

POSCO HOLDINGS has established separate internal control rules designed to prevent management or controlling shareholders from engaging in internal transactions for personal gain. The Company maintains internal accounting management regulations and requires Board approval for transactions exceeding specified thresholds with the Company’s largest shareholder, including its specially related persons, and other specially related persons.

Furthermore, the Company requires Board approval for transactions with specially related persons that exceed specified thresholds. The Company has also established the ESG Committee as an internal transaction review body vested with authority equivalent to that of the Board under the Commercial Act. The Committee reviews and approves internal transactions involving funds, assets, or securities with a value of at least KRW 10 billion but less than KRW 200 billion. Internal transactions with a value of KRW 200 billion or more require prior review by the Committee and subsequent approval by the Board. Internal transactions with a value of at least KRW 5 billion but less than KRW 10 billion are separately managed as reporting items. For details of the internal transactions reviewed or approved by the ESG Committee, please refer to “ESG Committee Meetings Held” under Sub-principle 8-2 of this report.

 

(2)

Has the company have any comprehensive Board resolutions regarding internal transactions with affiliated companies, etc., and self-dealings with management or controlling shareholders, etc.? If so, describe the details and the reason.

Pursuant to Article 542-9 of the Commercial Act, if the total amount of transactions anticipated to be conducted with affiliates during the relevant fiscal year is expected to equal or exceed 5% of the Company’s total assets or total sales as of the end of the immediately preceding fiscal year, the Company obtains prior approval from the Board for such amount by way of a blanket resolution. In addition, pursuant to Article 398 of the Commercial Act, the Company obtains prior Board approval for transactions involving directors’ self-dealing.

At its fifth meeting held in 2026, the Board approved the total limit for transactions with POSCO for the period from May 12, 2026 until the Board meeting scheduled to be held in May 2027.

 

(3)

Details on transactions with stakeholders such as controlling shareholders.

In 2025, the Company had no transactions involving extensions of credit to major shareholders, asset transfers with major shareholders, or business transactions with major shareholders. The Company’s material transactions with related parties, including affiliates, are outlined in the table below:

 

28

Transactions with Controlling Shareholders and Other Stakeholders

 

(Unit: KRW million)
Company Name		Sales and Others1)												Purchases and Others
		Sales				Dividends				Others				Purchase of Fixed Assets				Others
[Subsidiaries]2)
POSCO			142,110				527,363				1				—				14,711
POSCO E&C			7,047				11,037				—				3,320				908
POSCO STEELEON			1,319				—				—				—				5
POSCO DX			1,498				12,425				—				5,764				14,147
POSCO Research Institute			—				—				—				—				15,803
eNtoB			—				—				—				150				10,488
POSCO Future M			3,370				23,524				—				—				430
POSCO INTERNATIONAL			5,811				298,551				224				—				12
busan E&E			—				3,618				—				—				—
POSCO America			—				—				—				—				6,771
Others			6,221				69,730				9,713				29				33,259
Subtotal			167,376				946,248				9,938				9,263				96,534
[Related Companies and Joint Ventures]2)
POSCO-NPS Niobium LLC			—				44,955				—				—				—
Roy Hill Holdings Pty Ltd			—				170,886				—				—				—
Others			1,111				44,804				441				—				651
Subtotal			1,111				260,645				441				—				651
Total			168,487				1,206,893				10,379				9,263				97,185

Source: POSCO HOLDINGS 2025 Business Report > III. Financial Information > 5. Notes to the Financial Statements > Section 33. Details of Transactions with Related Parties

 

1)	“Sales and others” consists of trademark royalty income, rental income, dividend income, and other income from subsidiaries, related companies, and joint ventures.

2)	As of the end of the reporting period, the Company provides payment guarantees and other forms of financial support for its related parties.

The details of receivables and payables between POSCO HOLDINGS and its related parties (affiliates) as of the end of 2025 are presented in the table below:

Details of Receivables and Payables between POSCO HOLDINGS and Related Parties Including Controlling Shareholders (Affiliates)

 

										(Unit: KRW million)
		Receivables												Payables
Company Name		Trade Accounts and Notes Receivable				Others				Total				Accounts Payable				Others				Total
[Subsidiaries]
POSCO			92,175				81,349				173,524				1,657				40,742				42,399
POSCO E&C			6,793				693				7,486				305				3,788				4,093
POSCO STEELEON			1,299				—				1,299				—				—				—
POSCO DX			1,109				48				1,157				3,738				47				3,785
POSCO Future M			4,904				1				4,905				—				62				62
POSCO Mobility Solution			713				—				713				—				11				11
POSCO INTERNATIONAL			6,176				—				6,176				—				508				508
POSCO Argentina S.A.U.			—				27,929				27,929				—				—				—
Others			3,606				7,874				11,480				4,274				537				4,811
Subtotal			116,775				117,894				234,669				9,974				45,695				55,669
[Related Companies and Joint Ventures]
SNNC			929				—				929				—				—				—
Roy Hill Holdings Pty Ltd			39,761				—				39,761				—				—				—
FQM Australia Holdings Pty Ltd1)			—				243,601				243,601				—				—				—
Others			203				867				1,070				—				—				—
Subtotal			40,893				244,468				285,361				—				—				—
Total			157,668				362,362				520,030				9,974				45,695				55,669

 

29

Source: POSCO HOLDINGS 2025 Business Report > III. Financial Information > Notes to the Financial Statements > Section 33. Details of Transactions with Related Parties

 

1)	Other receivables from FQM Australia Holdings Pty Ltd consist entirely of long-term loans and accrued interest. The Company has recognized a loss allowance for the full amount of these receivables.

 

B.

Based on the above, describe any shortcomings in the policies to protect shareholders from unfair internal transactions and self-dealing. Explain the reason(s) for the shortcomings and future plans for improvement.

 

(1)

Shortcomings and the reason(s)

 

-

 

(2)

Future plans and additional explanations

 

-

 

Briefly describe the company’s compliance with the above sub-principle.

We protect shareholder rights under relevant laws, regulations and the Corporate Governance Charter.

 

A.

Describe the company’s policies to protect shareholders, including how it collects minority shareholders’ opinions on mergers, business transfers, spin-offs, comprehensive exchanges and transfers of shares that caused material changes in the ownership structure or principal businesses of the company, and how it protects the right of dissenting shareholders.

 

The policies are in place: Yes

Pursuant to the POSCO HOLDINGS Corporate Governance Charter, the Company implements policies designed to safeguard shareholder rights to the fullest extent possible in connection with matters that may materially affect the continued existence of the Company or shareholder rights, including mergers, amendments to the Articles of Incorporation, and capital reductions. The Company also implements shareholder protection policies by actively soliciting and considering the views of shareholders, including minority shareholders, through various communication channels, such as its website and main telephone line.

 

30

POSCO HOLDINGS Corporate Governance Charter

 

II. Shareholders   1.  Shareholder Rights   ① Shareholders, as owners of POSCO HOLDINGS, possess the rights, including the following, which are guaranteed by relevant laws and regulations such as the Commercial Act :   -   Right to participate in profit sharing   -   Right to attend and vote at the AGM   -   Right to propose objectives of the AGM, such as nomination of Director candidates   -   Right to obtain relevant corporate information regularly and in a sufficient and 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, etc.) shall be decided at the AGM.   ③ Shareholders should be able to exercise their voting rights as easily as possible and based on their free will. POSCO HOLDINGS will provide sufficient information on the AGM agenda and ensure that the shareholders exercise their voting rights in a written form.   2.  Equitable Treatment of Shareholders   ① Shareholder shall be fairly treated according to the type and amount of shares possessed, and the intrinsic rights of the shareholder shall not be infringed upon.   ② In any of its business dealings, POSCO HOLDINGS shall not provide special treatment for the reason of being a shareholder and shall not take unfair action for the 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 HOLDINGS shall seek ways (e.g., adopting the cumulative voting policy) to protect minority shareholder rights, such as adopting the Cumulative Voting Policy.   3.  Responsibility of Shareholders   ① Shareholders shall make every effort to exercise their voting rights proactively for the development of the Company, with acknowledgement of the fact that exercising such rights can affect the management of the Company.   ② The controlling shareholder shall act in the best interests of the Company and all shareholders, and shall not inflict losses on other shareholders by acting in ways that violate this principle.

 

B.

If there was a merger, business transfer, spin-off, comprehensive exchange or transfer of shares, etc. during the period subject to disclosure that caused a material change in the ownership structure or principal businesses of the company, or if there is any specific plan, describe the measures taken to protect shareholders, such as collecting minority shareholders’ opinions and protecting the right of dissenting shareholders.

 

Planned No

During the reporting period, there were no mergers, business acquisitions or transfers, corporate demergers, comprehensive share exchanges or transfers, or other transactions that materially affected the Company’s ownership structure or principal businesses.

 

C.

Describe any capital raisings that can be converted into stock, if any, including the following:

 

Issued No

 

(1)

Describe the issuance status of bonds, etc., that can be converted to stocks.

Through a resolution adopted by the Board of Directors in August 2021, POSCO HOLDINGS issued five-year exchangeable bonds totalling EUR 1,065,900,000 (approximately KRW 1.4 trillion, based on the standard exchange rate of KRW 1,360.32 per EUR announced by Seoul Money Brokerage Services) to fund investments in its rechargeable battery materials business. The terms of the bonds include a put option exercisable by bondholders and a call option exercisable by the issuer, each providing for early redemption.

 

31

Bondholders may exercise the put option on September 1, 2024, the third anniversary of the payment date, or upon a change of control of the Company or the delisting of the Company’s shares. The issuer may exercise the call option upon the occurrence of any of the following events: (i) during any period of 30 consecutive trading days from September 1, 2024 until 30 business days before the maturity date, the closing price of the Company’s shares equals or exceeds 130% of the exchange price on at least 20 trading days; (ii) the outstanding principal amount of the bonds falls below 10% of the aggregate principal amount originally issued, triggering a clean-up call; or (iii) additional tax obligations arise as a result of amendments to applicable laws or regulations.

In September 2024, exchangeable bonds with an aggregate face value of EUR 1,038,800,000, out of the total face value of EUR 1,065,900,000, were redeemed upon the exercise of the put option by bondholders.

 

(2)

Has the company considered the interests of minority shareholders in its decision-making process during any capital-raising activities with different interests among shareholders within the period subject to disclosure?

During the reporting period, there were no capital-raising transactions that resulted in differing interests among shareholders.

 

(3)

Were there any changes in controlling shareholders due to the issuance of stock-related bonds or breaches of agreement (loss of benefit of time) during the period subject to disclosure?

No stock-related bonds were issued during the reporting period.

 

D.

Based on the above, describe any shortcomings in collecting the opinions of minority shareholders and protecting the rights of dissenting shareholders during any changes in the ownership structure or principal businesses of the company or the process of capital raising. Explain the reason(s) and plans for improvement.

 

(1)

Shortcomings and the reason(s)

 

-

 

(2)

Future plans and additional explanations

 

-

 

 

 

 

32

Briefly describe the company’s compliance with the above sub-principle.

The BOD performs its decision-making and oversight functions under the AoI and BOD Operating Rules.

 

A.

Describe overall matters regarding any system the company operates to ensure that the Board can perform its function as the center of corporate operations, including the following:

 

(1)

Explain the Board deliberations and resolutions stipulated in the articles of incorporation or board regulations, etc. If there were any additional enhancements in addition to the company’s legal obligations, describe the reason(s) and their effects.

In accordance with applicable laws and regulations and the Operating Rules of the Board of Directors, the Board decides on material matters concerning the Company’s management in the interests of the Company and its shareholders, including the establishment of the Group’s management objectives and key strategies. The specific roles of the Board are expressly outlined in Article 38(1) of the Articles of Incorporation and the Operating Rules of the Board of Directors.

To support the effective performance of the Board’s duties, the Company conducts Board sessions on strategy, ESG, leadership, and strategy/performance reviews, attended by directors and key non-registered executives, in addition to meetings of the Board and its committees. POSCO HOLDINGS also regularly holds independent director meetings to facilitate advance discussion and gather views on Board agenda items and other matters.

Board agenda items are thoroughly reviewed before being submitted to the Board for decision. Where necessary, the Company provides advance briefings to solicit directors’ views and actively reflects their input in the agenda materials. The Company also regularly arranges visits to major business sites to enhance directors’ understanding of its operations.

(i) Items reviewed or resolved by the Board of Directors as mandated by the Articles of Incorporation and the Operating Rules of the Board of Directors

As of the report submission date, the matters submitted to the Board of Directors for resolution or reporting are as follows:

Deliberation and Report Items for the Board of Directors (as of the report submission date)

 

Deliberation and Reporting for the Board of Directors		Deliberation Items   1. AGM   (1)   Convocation of AGMs (2)   Approval of 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

 

33

		(3)   Approval of annual report (4)   Amendments to the Articles of Incorporation (5)   Retirement of shares (6)   Remuneration, retirement benefits of Directors (7)   Other agendas to be submitted to AGMs   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)   Yearly business plans (4)   Appointment of the Chair of the Board (5)   Recommendation of candidates for inside directors (6)   Appointment of the CEO & Representative Director, appointment of Representative Directors among inside directors, and granting positions to inside directors (7)   Management succession and CEO development plans (8)   Appointment of an acting CEO & Representative Director, in the event the CEO & Representative Director becomes unable to serve (9)   Management evaluation and compensation plans (10)  Composition and operation plans for Board committees (11)  Determination on expert assistance for Directors (12)  Matters concerning the composition and operation of the CEO Candidate Recommendation Committee (13)  Enact, amend, or repeal the following company regulations A. Operating Rules of the Board of Directors and Audit Committee   3. Investment and Finance   (1)   Investment plans for new businesses (KRW 100 billion or more, investment and capital increase include borrowings and liabilities that the company takes) (2)   Investment plans for existing businesses (KRW 200 billion or more, investment and capital increase include borrowings and liabilities that the company takes) (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 on new shares issuance (7)   Forfeited and odd-lot shares disposal (8)   Retirement of treasury shares for profit (9)   Decision to repurchase and dispose of treasury shares (10)  Transfer of reserve fund to equity (11)  Issuance of corporate bonds and material borrowings (long-term borrowings over KRW 100 billion) Provided, however, that the Board may determine a specific amount and type of bonds and delegate the authority to issue them to the Representative Director for a period not exceeding one year. (12)  Issuance of convertible bonds (13)  Issuance of bond with warrant (14)  Donations and contributions (over KRW 1 billion) (15)  Deliberation and resolution on the assumption of liabilities—such as the provision of collateral or guarantees—for an invested company (involving KRW 200 billion or more)   4. Others   (1)   Filing a 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 (including his or her specially related persons) and with specially related persons as prescribed by the Commercial Act equivalent of KRW 200 billion or more A. A single transaction size of 1/100 or more of total assets or total sales as of the end of the latest fiscal year B. During the current year, the total current year transaction amount including transactions with specific persons or business entities becomes 5/100 or more of total assets or total sales 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 transaction amounts occurred within the approved amount.) (3)   Transactions with specially related persons under the Monopoly Regulation and Fair Trade Act

 

34

		A. Provision or transaction of funds such as provisional payments or loans, etc. (KRW 200 billion or more) B. Provision or transaction of shares or bonds of the company (KRW 200 billion or more) C. Provision or transaction of assets such as real estate or intangible property rights (KRW 200 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)   Appointment or dismissal of the legal advisors; adoption or amendment of compliance standards (9)   Other matters prescribed by applicable laws and regulations or the Articles of Incorporation, and matters submitted by directors as agenda items in connection with the execution of the Company’s business   Report Items   1.  Result of matters delegated to Board Committees 2.  Group-wide restructuring plan 3.  Important matters related to the operation of affiliates 4.  Report the results of the Compliance Officer’s compliance checks 5.  Report the results of the bond issuance delegated to the Representative Director 6.  Other important business execution matters

(ii) Whether any matters have been delegated by the Board to Board committees or to the Representative Director, including the main details and their effects

In addition to matters required by applicable laws and regulations, the Company has designated the following key management matters as agenda items subject to resolution by the Board of Directors:

 

-   Retirement of shares    -   Matters concerning remuneration and severance pay of directors    -   Establishment of Group management objectives and core management strategies (e.g., mid- to long-term management policies and plans, annual operation goals, management stabilization plans)    -   Annual management plan    -   Appointment of Chair of the Board    -   Nomination of inside director candidate(s)    -   Appointment of the CEO & Representative Director, appointment of Representative Directors among inside directors, and granting positions to inside directors    -   Management succession and CEO development plans    -   Management evaluation and compensation plans    -   Determination of the composition and operational methods of the Board Committees    -   Determination of expert assistance for directors    -   Matters concerning the composition and operation of the CEO Candidate Recommendation Committee    -   Enact, amend, or repeal the following company regulations:   A. Operating Rules of the Board of Directors and the Audit Committee    -   Investment plans for new businesses (KRW 100 billion or more, investment and capital increase include borrowings and liabilities that the company takes)    -   Investment plans for existing businesses (KRW 200 billion or more, investment and capital increase include borrowings and liabilities that the company takes)    -   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)    -   Donations and contributions (KRW 1 billion or more)    -   Review and approval of the undertaking of obligations for investee companies, including the provision of collateral and guarantees (KRW 200 billion or more)    -   Commencement of litigation or arbitration, acceptance of a judicial settlement or mediation, or any similar action, in each case involving an amount of KRW 100 billion or more

 

35

(2)

Describe the Board authorities delegated to the committees of the Board and the Representative Director (or chief executive officer), if any.

Pursuant to Articles 38(2) and 45 of the Articles of Incorporation and the relevant provisions of Chapter 4 of the Operating Rules of the Board, the Board may establish specialized committees to review or resolve matters delegated to them under the applicable rules from among the matters subject to Board consideration. In accordance with Article 21 of the Operating Rules of the Board, each Board Committee reports the results of its reviews or resolutions to the Board. Except for matters placed under the exclusive authority of a particular Board Committee pursuant to the foregoing provisions, the Board retains the authority to reconsider matters resolved by the Board Committees. For details on the key roles and composition of the Board Committees, please refer to Sub-principle 4-1. As of the report submission date, the matters subject to deliberation or reporting by the Board Committees are as follows:

Deliberation and Report Items for Board Committees as of the Report Submission Date

 

Deliberation and Report Items for the ESG Committee		Deliberation Items   1.  Matters concerning the operation of the Board and the Board Committees A. Development of agenda and operating rules of the Board and the Board Committees B. Prior deliberation of amendment or repeal of the Operating Rules of the Board of Directors C. Prior deliberation on the composition and operation procedures of the Board Committees 2.  Monitoring of ESG performance and report publication 3.  Deliberation and resolution on donations and contributions exceeding KRW 100 million but not exceeding KRW 1 billion; prior deliberation on donations and contributions exceeding KRW 1 billion (excluding internal transactions as outlined in Paragraph 5) 4.  Deliberation and resolution on transactions below KRW 200 billion, and prior deliberation of transactions exceeding KRW 200 billion involving the largest shareholder (including his or her specially related persons) and specially related persons of the Company under the Commercial Act, if: A. A single transaction equals or exceeds 1/100 or more of total assets or total sales as of the end of the latest fiscal year B. The total value of transactions with a specific party during the current year, including the relevant transactions, equals or exceeds 5/100 of the total assets or total sales as of the end of the latest fiscal year (provided, however, that this does not apply to ordinary course transactions conducted within the scope of a pre-approved aggregate amount). 5.  Matters concerning internal transactions under the Monopoly Regulation and Fair Trade Act, such as transactions involving advances, securities, or assets, where a specially related person is the counterparty or beneficiary A. Review of risks related to internal transactions and mitigation strategies B. Prior deliberation of internal transactions (exceeding KRW 200 billion) C. Deliberation and resolution on internal transactions (exceeding KRW 10 billion but not exceeding KRW 200 billion) 6.  Appointment of the Fair Trade Compliance Officer   Report Items 1.  Matters of importance concerning ESG practices of affiliates 2.  Matters concerning internal transactions (exceeding KRW 5 billion but not exceeding KRW 10 billion)
Deliberation Items for the Director Candidate Recommendation Committee		1.  Qualification review of independent director candidates and recommendation to AGM 2.  Preliminary review and qualification review of inside director candidates 3.  Prior deliberation on the appointment of members of the Board Committees 4.  Prior deliberation of appointment of Representative Directors other than the CEO & Representative Director 5.  Operation of Independent Director Candidate Recommendation Advisor Panel 6.  Other matters necessary for recommending candidates for independent directors
Deliberation Items for the Evaluation & Compensation Committee		1.  Matters concerning the implementation of management succession and CEO development plans 2.  Prior deliberation on management evaluation and compensation plans 3.  Prior deliberation on matters concerning remuneration and retirement allowance of Directors

 

36

Deliberation Items for the Finance Committee		1.  Developing policies for the soundness of the 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.  Matters on investment (1)   Prior deliberation on investment plans for new businesses (KRW 100 billion or more. Investment and capital increase include borrowings and liabilities that the company takes) (2)   Prior deliberation on investment plans for existing businesses (KRW 200 billion or more; per investments and capital increases, calculation will be conducted by including borrowings and liabilities of POSCO HOLDINGS ) (3)   Approval of investment plans for new businesses (From KRW 50 billion or more to less than KRW 100 billion. Investment and capital increase includes borrowings and liabilities that the company takes.) (4)   Approval of investment plans for existing businesses (From KRW 100 billion or more to less than KRW 200 billion. Investment and capital increase includes borrowings and liabilities that the company takes.) (5)   Prior deliberation on the acquisition and disposal of tangible and intangible fixed assets and material investment assets (of KRW 200 billion or more, based on book value per investment asset) 4.  Deliberation and resolution on bond issuance and material borrowings (including refinancing borrowings exceeding KRW 100 billion) 5.  Prior deliberation on bond issuance and material borrowings (new long-term borrowings exceeding KRW 100 billion) 6.  Prior deliberation on the delegation of authority to the CEO to issue bonds of KRW 100 billion or more, and deliberation and approval of the delegation of authority to issue bonds of KRW 100 billion or less (delegation of authority to issue corporate bonds within a period not exceeding one year, specifying the amount and type of bonds) 7.  Deliberation and resolution on offering non-current assets as collateral 8.  Deliberation and resolution on takeover of liabilities such as guarantees, collateral, etc., where the amount is KRW 200 billion or less from the invested company, and prior deliberation of the assumption of liabilities where the amount is KRW 200 billion or more
Deliberation Items for the Audit Committee		1.  The matters to be submitted to the Committee are as follows: (1)   Establishment of the Committee’s strategic direction and activities (2)   Matters delegated by the Board or the Representative Directors (3)   Requests for convening an Extraordinary General Meeting (EGM) (4)   Matters requiring consultation with external experts (5)   Audits of the legitimacy of management’s business execution (6)   Review of the soundness and validity of the Company’s financial activities and the appropriateness of financial reporting (7)   Review of the validity of important accounting standards or changes in accounting estimates (8)   Evaluation of the operational status of the internal accounting management system (9)   Evaluation of the Company’s internal control system (10)  Consent to appointment and dismissal of the person in charge of the internal audit departments (11)  Contracts regarding the appointment, remuneration, and non-audit services of external auditors (12)  Evaluation of external auditors’ audit activities (13)  Reports on the internal audit department’s annual audit plan and results (14)  Reports on the results of compliance assessments with the Company’s Code of Ethics by executives and employees (15)  Reports from external auditors on any misconduct or material violations of laws, regulations, or the Articles of Incorporation committed by the Company’s Directors in the course of their duties (16)  Reports from external auditors on any violations of accounting standards by the Company (17)  Enactment, amendment, or repeal of internal accounting management regulations (18)  Other items deemed necessary by the Committee members 2.  As a general rule, contracts regarding the appointment, compensation, and non-audit services of external auditors shall require prior approval from the Committee. However, in cases where obtaining prior approval is impracticable due to urgency or other exceptional circumstances, such contracts may be executed with the approval of the Chair of the Committee or a designated member of the Committee authorized to act on their behalf. In such cases, the head or the authorized member shall report the details of the contract at the first Committee meeting held thereafter.

 

37

Deliberation and Report Items for the CEO Candidate Pool Management Committee		Deliberation Items   1.  Prior deliberation on the basic qualifications of CEO & Representative Director candidates, as determined by the Board 2.  Review of CEO & Representative Director candidate pool results 3.  Plans for CEO & Representative Director candidate pool development   Report Item 1.  CEO & Representative Director candidate pool development outcomes

 

B.

Based on the above, if the Board has failed to effectively perform its function to make management decisions and oversee management, explain the reason(s) and future plans.

 

(1)

Shortcomings and the reason(s)

-

 

(2)

Future plans and additional explanations

Although no areas requiring improvement have been identified, the Company’s future plans are as follows.

Management exercises responsible management in the interests of shareholders, drawing on its professional expertise and sound judgment. In this process, the Board, composed primarily of independent directors, oversees and advises management. Although management takes the lead in developing initial plans for key matters, including the strategic direction and management plans of the Group’s principal businesses, the views of independent directors are actively reflected through extensive Board-level discussions, including strategy sessions and independent director meetings.

At the Board strategy session held in April 2025, the Board discussed the “Global Growth Strategy for the Steel Business,” the “LNG Business Strategy to Generate Group Synergies,” and the “Review of the Status and Strategy of the Energy Materials Business,” among other matters. At the ESG session held in July 2025, the Board discussed key ESG issues across the Group, including an expert lecture on “Changes in Global ESG Trends and Corporate Strategic Responses,” “Progress and Plans for Supply Chain ESG Management,” and “Establishment and Implementation of the Group’s Human Rights Management Framework.” At the strategy and performance review session held in November 2025, the Board received reports and held discussions on the “Group’s Mid- to Long-Term Strategic Direction,” the “2026 Consolidated Business Plan,” the “Performance and Mid- to Long-Term Strategy of the Steel Business,” the “Performance and Mid- to Long-Term Strategy of the Energy Materials Business,” the “Performance and Mid- to Long-Term Strategy of the Energy Business,” the “Group’s Strategy for Entering New Businesses,” and the “Direction of Technology Development for the Group’s Core Businesses.”

At the Board strategy session held in April 2026, the Board discussed the “Group AX Strategy and Implementation Plan,” the “Product Portfolio and Regional Growth Strategies for Cathode and Anode Materials,” the “Lithium Business Advancement Strategy,” the “Results and Implementation Plans for Group Safety Innovation Initiatives,” the “Plan to Enhance the R&D Organization’s Ways of Working,” and the “E&C Business Turnaround Plan”.

 

38

Briefly describe the company’s compliance with the above sub-principle.

The BOD sets the CEO succession policy. Independent directors comprise the Recommendation Committee.

 

A.

Describe a CEO succession policy, if one is in place, including the following:

 

(1)

The entity that established and operates the succession policy

 

A

succession policy is in place: Yes

Pursuant to Article 29 of the Articles of Incorporation concerning the appointment of the CEO & Representative Director, the Board recommends a candidate to the AGM following a qualification review by the CEO Candidate Recommendation Committee, which is composed entirely of independent directors. After the candidate is appointed as an inside director at the AGM, the Board appoints the candidate as the CEO & Representative Director, thereby completing the succession process.

In December 2023, the Board approved the POSCO-Style New Governance Framework, developed with the assistance of external consultants, to further enhance the transparency and fairness of the process for appointing the CEO & Representative Director. Under the new framework, the Company abolished the preferential review process for the reappointment of the incumbent CEO & Representative Director and introduced a policy requiring the appointment process to commence three months before the expiration of the incumbent’s term, regardless of whether the incumbent expresses an intention to seek reappointment.

In addition, to strengthen shareholder scrutiny of candidate qualifications, the Company amended its Articles of Incorporation at the 57th AGM held in March 2025. Specifically, where an inside director candidate who has previously been reappointed as the CEO & Representative Director is again nominated for the same position, the resolution requirement for appointing that candidate as an inside director at the AGM was raised from an ordinary resolution to a special resolution.

 

(2)

Main content of the succession policy including the selection, management, training of candidates (pool), etc.

 

Candidates were selected: Yes

In this process, to ensure the independent and transparent appointment of the CEO & Representative Director, the Board is responsible for establishing the basic policies and procedures for management succession.

The Company operates the “CEO Candidate Recommendation Committee,” established by a resolution of the Board and composed entirely of independent directors. The Committee identifies a pool of prospective CEO candidates, establishes detailed evaluation criteria based on the qualification requirements set by the Board, and conducts comprehensive and in-depth reviews of the candidates’ qualifications.

To facilitate an objective review of the qualifications of the CEO candidate pool identified by the CEO Candidate Recommendation Committee, the Company introduced the “CEO Candidate Recommendation Advisory Panel” composed of distinguished external experts. The Committee reflected the Panel’s evaluation opinions in its review of the candidates’ qualifications.

 

39

To enhance transparency in the process for appointing the CEO & Representative Director at the 2024 AGM, the Company established specific qualification requirements for the CEO candidate pool and disclosed them in advance. The newly established requirements comprise five categories (management competency, industry expertise, global competency, leadership, and integrity and ethics) and 12 detailed criteria.

In March 2024, the CEO Candidate Pool Management Committee was established as a standing specialized committee under the Board of Directors to systematically identify and develop CEO candidates and ensure the fair management of the candidate pool. The Company continuously identifies and manages an internal pool of candidates who have been assessed through its internal CEO candidate development program and an external pool of candidates recommended by executive search firms and other sources, thereby enhancing the predictability of the succession process. The CEO candidate pooling process is conducted annually.

At present, the Company has two representative directors, enabling it to continue its internal and external business operations in the event that the CEO & Representative Director is unable to perform his or her duties. To minimize any disruption to its operations, the Company’s internal rules require the appointment of an acting CEO & Representative Director to be submitted to the Board for consideration in such circumstances.

 

40

Basic Qualifications for CEO Candidate Pool

 

Lv. 1		Management Competency		Industry Expertise		Global Competency		Leadership		Integrity & Ethics
Lv. 2		(a) Vision and value proposition		(a) Insight into the Group’s core businesses and discovery of business opportunities		(a) Understanding of the global landscape and culture		(a) Talent development		(a) Integrity
		(b) Strategic thinking/ decision-making		(b) Understanding of new future technology		(b) Global business strategy setting and execution		(b) Communication skills		(b) Business ethics/ compliance
		(c) Innovation leadership and crisis response		-		-		-		(c) Harmony with social value

CEO Candidate Pool Management Committee Held (Jan. 1, 2024-report submission date)

 

Date

Deliberation Item

Resolution Status

KWON, Tae-Kyun

YOO, Young Sook

YOO, Jin Nyoung

SOHN, Sung Kyu

KIM, Joongi

PARK, Sung Wook

KIM, Jooyoun

Aug. 9, 2024

Plans for CEO Candidate Pool  Development

Approved

In Favor

In Favor

In Favor

In Favor

In Favor

In Favor

-

Nov. 15, 2024

Results of CEO Candidate Pooling

Approved

In Favor

In Favor

In Favor

In Favor

In Favor

In Favor

-

May 8, 2025

Results of H1 2025 CEO Candidate Pooling

Approved

In Favor

In Favor

In Favor

In Favor

In Favor

In Favor

-

Plan to Strengthen Internal CEO Candidate Development

Approved

In Favor

In Favor

In Favor

In Favor

In Favor

In Favor

-

Nov. 27, 2025

Results of 2025 CEO Candidate Pooling

Approved

In Favor

In Favor

In Favor

In Favor

In Favor

In Favor

-

May 8, 2026

Results of 2026 CEO Candidate Pooling

Approved

In Favor

In Favor

In Favor

In Favor

In Favor

In Favor

In Favor

May 8, 2026

Plans for CEO Candidate Pool  Development

Approved

In Favor

In Favor

In Favor

In Favor

In Favor

In Favor

In Favor

 

Note:

In addition to its regular meetings, the CEO Candidate Pool Management Committee held four roundtable sessions on September 9, 2024, January 22, 2025, August 13, 2025, and January 12, 2026.

 

(3)

Training status of the candidates during the period subject to disclosure

 

Candidates have received training: Yes

 

41

Since 2017, the Company has systematically developed future CEO candidates by selecting and managing key talent at successive levels from among its executives and managerial employees, including pools of candidates for the CEO & Representative Director, top management positions, and executive positions. This process operates throughout the year through a continuous cycle of selection, development, and evaluation. Each year, all key talent is reassessed, with individuals showing insufficient performance or competency development removed from the pool and newly identified high-potential employees added, thereby supporting the systematic development of the CEO candidate pool. Selected individuals are developed to enhance their management capabilities and leadership through experience in critical assignments, training to strengthen professional management competencies, and one-on-one mentoring by external experts.

In 2025, the Company provided key talent with a variety of development programs, including executive programs in specialized fields such as ESG, safety and health, and AI, offered by leading universities and institutions, as well as external training designed to enhance professional management competencies.

Notably, since 2022, the Company has been operating the Future Entrepreneurship Talent Development Program to nurture CEO candidates from a mid- to long-term perspective. This program selects talent at each level, helping them build management expertise, broaden internal and external networks, and gain insights through up-to-date theories and case studies. The program is reviewed and enhanced annually to align with evolving industry trends.

The CEO Entrepreneurial Top Talents Program (CETP) has been expanded to include more mentoring by industry leaders, consultants, and economists, aimed at deepening their management expertise and business insights for driving management innovation. The program placed a greater emphasis on group discussions.

The Senior Executive Entrepreneurial Top Talents Program (SETP) was designed for future senior executives and focused on business leadership and securing new growth engines. The program featured a diverse range of activities, including topic-based discussions on business strategy and financial management, expert mentoring, and mentoring sessions with senior management.

The Junior Executive Entrepreneurial Top Talents Program (JETP) was designed to strengthen the essential competencies required of executives through team-based projects related to the Group’s core businesses, management competency assessments, and advanced training in strategy and finance.

 

Note:

The Entrepreneurial Top Talents Program (ETP) comprises three tiers-CETP (CEO Entrepreneurial Top Talents Program), SETP (Senior Executive Entrepreneurial Top Talents Program), and JETP (Junior Executive Entrepreneurial Top Talents Program).

In addition, leadership sessions attended by all independent directors and the CEO & Representative Director provide an opportunity to share the progress of CEO candidate development efforts and further strengthen the development process, thereby supporting a fair and smooth succession process.

 

(4)

Describe improvements and supplements in the CEO succession policy, if any, occurred between the start of the period subject to disclosure to the report submission date.

To strengthen the review of candidate qualifications from a shareholder perspective, the Company amended its Articles of Incorporation at the 57th annual general meeting of shareholders held in March 2025. Under the amended provisions, where an inside director candidate who has previously been reappointed as the CEO & Representative Director is nominated again for the same position, the resolution requirement for appointing the candidate as an inside director at the general meeting of shareholders is elevated from an ordinary resolution to a special resolution.

 

42

B.

Based on the above, if there is no CEO succession policy in place, or the policy has any shortcomings, explain the reason(s) and future plans.

 

(1)

Shortcomings and the reason(s)

 

-

 

(2)

Future plans and additional explanations

 

-

 

Briefly describe the company’s compliance with the above sub-principle.

We have a risk management framework for monitoring risks and reporting response measures to the BOD.

 

A.

Describe the company’s internal control policies and explain whether they are continuously improved and supplemented, including the following:

 

(1)

To systematically detect and manage company-wide risks, does the company have any policy in place to promote sustainable growth of the company? If so, describe the current operation status.

 

A company-wide risk management policy is in place: Yes

Business Risk Management

The Corporate Strategy Division, the Business Synergy Division, and the Finance & IR Division monitor business risks and report the monitoring results to the Board. The Management Strategy Office, under the Corporate Strategy Division, is responsible for overseeing group-wide strategy implementation and risk management during the investment process. The Finance & IR Division manages an internal investment review committee and monitors financial risks, including exchange rates and liquidity. Major issues identified through monitoring by each department, as well as key matters requiring decisions in connection with investments in new businesses, are first reported to the Finance Committee and ultimately decided by the Board. External business risks, including industry and financial market trends, changes in business conditions in the Group’s overseas markets, and competitor strategies, are continuously monitored by the POSCO Research Institute. The monitoring results are regularly reported to the relevant departments and disseminated to all Group companies through the Global Information Hub (GIH).

 

43

ESG and Other Non-Business Risk Management

The ESG Secretariat under the Corporate Strategy Division establishes and operates a Group-wide ESG issue response and management system to effectively address internal and external ESG risks across the POSCO Group. The Secretariat establishes criteria for identifying and assessing ESG risks that require Group-level management and consolidates and manages the status of ESG risks across the Group’s operating companies every month. Key ESG issues are reported quarterly to the Group ESG Council, a C-level consultative body of the POSCO Group, where appropriate improvement measures are discussed.

The Corporate Ethics Division oversees the identification and review of potential risks across areas ranging from internal audits to overseas compliance management. To strengthen financial risk management, the Corporate Audit Office, which operates under the Corporate Ethics Division, reviews the consolidated financial statements and the operating effectiveness of the internal accounting management system on a quarterly basis and reports the results directly to the Audit Committee. The Audit Committee also receives quarterly reports from the external auditor on the results of its audits and reviews of the consolidated financial statements and holds separate meetings without management present to hear the external auditor’s independent views, thereby effectively overseeing the Company’s financial risks.

Strengthening Risk Management in the Holding Company System

In 2025, the fourth year since the launch of the POSCO Group’s holding company structure, the Company revised its company-wide organizational operating framework to enhance synergies between the holding company and its operating companies and strengthen risk management amid increasing business uncertainty. Accordingly, business risks relating to management strategy, new business development, global M&A, and ESG are managed on an integrated basis by the Management Strategy Office under the Corporate Strategy Division. In addition, to strengthen risk management at its overseas subsidiaries, the Company reorganized its regional representative affiliates¹⁾ as entities under POSCO HOLDINGS and established the Australia Critical Minerals R&D Lab to secure critical mineral resources and strengthen the raw material supply chain.

 

1)

Regional representative affiliates refer to POSCO-America, POSCO-Europe, POSCO-China, and POSCO-Japan.

 

(2)

Does the company have a compliance management policy? if so, describe the current operation status.

A compliance management policy is in place: Yes

In May 2012, pursuant to a resolution of the Board, the Company established and implemented compliance control standards to monitor compliance with such standards. Since August 2017, the standards have been codified and maintained as internal regulations. The Company appoints a Compliance Officer who meets the statutory qualification requirements. In accordance with the compliance control standards, the Compliance Officer monitors the legality of the Company’s business activities and carries out various compliance support activities, including checklist-based self-assessments by individual departments and the proactive management of major compliance risk areas. The Company discloses information on the appointment and activities of the Compliance Officer in its business reports, and the Compliance Officer is required to report the results of such activities to the Board.

 

44

Compliance Officer Profile

 

Name

Gender

Date of  Birth

Position

Responsibility

Career

Date of Appointment (Employment Period)

LEE, Sung Wook

Male

Oct. 1964

Sr. EVP

- Head of the Corporate Compliance and Ethics Division - Compliance Officer

- BA, Seoul National University - LL.M. in law, Georgetown University, USA - Attorney at Law, Taewon Law Office - Chief Prosecutor, Seoul High Prosecutor’s Office - Chief Prosecutor, Incheon District Prosecutor’s Office

Apr. 19, 2024 (3 years)

Key Activities of the Compliance Officer and Review Results

 

Date		Key Details of Review		Review and Handling Results
Jan. 2025		- Signed the Fair Trade and Anti-Corruption Pledge		Overall satisfactory. Areas requiring improvement were addressed in accordance with internal policies.
Feb. 2025		- Conducted the POSCO Group Compliance Academy (PCA) - Held briefing sessions with operating companies on Group-wide business practices - Conducted a compliance risk assessment of Group-wide business activities - Provided training on the prevention of trade secret infringement
Mar. 2025		- Reviewed compliance with restrictions on conduct by holding companies and related entities in the first quarter - Established and operated a task force to strengthen CP programs at operating companies from March to November - Provided CP training for Group companies on compliance with the Act on Fair Labeling and Advertising in connection with environmental marketing
Apr. 2025		- Held CP roundtable meetings for Compliance Officers at major operating companies from April to June - Established the “Third-Party Transaction Management Process Compliance Guidelines” to assess and monitor corruption risks throughout the contracting process
May 2025		- Conducted a briefing session and joint review on fair trade disclosures for personnel responsible at operating companies - Revised the Fair Trade CP Operating Guidelines and the Corporate Group Business Guidelines
Jun. 2025		- Reviewed compliance with restrictions on conduct by holding companies and related entities for Q2 - Conducted joint inspections of major Group companies to ensure compliance with the Act on Fair Labeling and Advertising in connection with environmental marketing - Conducted a CP risk assessment covering fair trade and key mandatory laws and regulations - Established “Fair Trade CP Day” to raise employees’ awareness of fair trade compliance

 

45

Jul. 2025		- Provided POSCO Group executive compliance training (on latest compliance trends and corporate response strategies) - Revised the Fair Trade CP Handbook
Aug. 2025		- Comprehensively revised the compliance control system effectiveness assessment checklist and improved the self-assessment checklist - Provided training on holding company operations and Group management - Provided training for the POSCO Group’s legal and CP departments on strengthened fair trade regulations - Held fair trade CP briefing sessions for management of operating companies from August to November
Sep. 2025		- Assessed the effectiveness of the compliance control systems at POSCO HOLDINGS and its operating companies - Held the POSCO Group Compliance Academy (PCA) - Held briefing sessions on corporate group operations for personnel responsible at operating companies
Oct. 2025		- Conducted department-level self-assessments of compliance - Held a workshop to communicate the new standards for assessing the effectiveness of compliance control systems - Revised the Fair Trade CP Operating Guidelines - Produced and launched fair trade CP video training content using AI platforms
Nov. 2025		- Training on the Foreign Exchange Transactions Act for employees in the Business Management and Marketing Departments - Conducted a fair trade joint inspection of major group companies - Performed Fair Trade CP effectiveness evaluations for H2
Dec. 2025		- Reported to the Board the results of the review of compliance with the compliance control standards - Reviewed the implementation status of the third-party transaction management process at relevant Group companies - Convened the Fair Trade Compliance Council

 

46

(3)

Does the company have an internal accounting management policy? If so, describe the current operation status.

An internal accounting management policy is in place: Yes

Since proactively introducing its internal accounting management system in 2001, POSCO HOLDINGS has complied with the U.S. SOX since FY 2006 as an SEC-registered company and has undergone external audits of its consolidated internal accounting management system. To support such compliance, the Company has enhanced and operates an integrated Group-wide internal accounting management framework covering its major subsidiaries.

To ensure the preparation and disclosure of reliable accounting information, the Company has established internal accounting management regulations and guidelines and operates a dedicated organization responsible for administering them. Each fiscal year, the Company’s CEO & Representative Director, or the Internal Accounting Manager authorized by the CEO & Representative Director, reviews the operation and effectiveness of the internal accounting management system and reports the results to the AGM, the Board, and the Audit Committee.

The Audit Committee evaluated the operating status of the Company’s internal accounting management system in accordance with Appendix 6, “Standards for the Evaluation and Reporting of Internal Accounting Management Systems,” to the “Enforcement Rules of the Regulations on External Audit and Accounting,” and concluded that the system was effectively designed and operated in all material respects.

 

(4)

Does the company have a disclosure information management policy? If so, describe the current operation status.

A disclosure management policy is in place Yes

POSCO HOLDINGS has established and maintains Disclosure Information Management Guidelines and provides relevant guidance to its departments and subsidiaries. The Company also operates a process for determining whether information is subject to disclosure and, through this process, reviews in advance whether agenda items submitted to the Board and the Board committees require disclosure. For information deemed subject to disclosure, the Disclosure Officer reviews the accuracy of the content in coordination with the relevant department and reports the results. Following review and approval by the head of the department responsible for disclosure and the Disclosure Officer, the information is disclosed in a sufficient and timely manner. For business reports and other periodic reports, the Company has established and complies with internal control procedures, including confirmation signature by the head of the department responsible for the disclosed information and approval by the executive responsible for disclosure.

 

(5)

Are there any other policies that the company operates specifically for internal control?

-

 

B.

Based on the above, describe any shortcomings in the company’s internal policies or any policies that have been implemented at a lower level according to the company size. Explain the reason(s) and future plans.

 

47

(1)

Shortcomings and the reason(s)

-

 

(2)

Future plans and additional explanations

-

 

 

Briefly describe the company’s compliance with the above sub-principle.

7 independent, 4 inside, and 1 other non-executive directors make informed decisions on the BOD.

 

A.

Describe the composition of the Board, including the following:

 

(1)

Organizational chart of the Board, committees of the Board, supporting organizations, etc.

Table 4-1-1: Structure of the Board of Directors and the Board Committees (as of the report submission date)

 

 

48

(2)

Composition of the Board, age of the Board members, and gender ratio as of the report submission date

The composition of the Board of Directors as of the report submission date is as follows. (Age and employment period are calculated as of May 31, 2026.)

The scheduled term expiration dates shown in the table below are calculated based on each director’s appointment date and applicable term of office. The actual term of each director expires on the date of the relevant AGM.

Table 4-1-2: Composition of the Board

 

Type

Gender

Age

Job position

Total term served as a Director (Months)

Date of term  expiration

Expertise

Career background

CHANG, In Hwa

Inside

M

70

• CEO & Representative Director

26

Mar. 21, 2027

• Steel production & technology • New business • Investment • Marketing

Mar. 2024-Present: CEO & Representative Director, POSCO HOLDINGS Mar. 2021–Mar. 2024: Senior Corporate Advisor, POSCO Mar. 2018–Feb. 2021: Head, Steel Business Group (President & Representative Director), POSCO Mar. 2017–Feb. 2018: Head, Steel Production Division, POSCO (Inside Director & Sr. EVP) Feb. 2016–Feb. 2017: Head, Technology and Investment Division and Technical Research Laboratories (Sr. EVP), POSCO Feb. 2015–Jan. 2016: Head, Steel Solution Marketing Office (EVP), POSCO Mar. 2014–Feb. 2015: Head, New Business Development Office (EVP), POSCO Feb. 2011–Mar. 2014: Head, New Business Office and New Growth Business Office (SVP), POSCO 1988: PhD in marine engineering, MIT (USA)

LEE, Ju Tae

Inside

M

62

• President & Representative Director • Head, Corporate Strategy Division • Member, Finance Committee

14

Mar. 21, 2027

• Strategy & planning  • Investment • Purchasing • Overseas business

Mar. 2025–Present: Head, Corporate Strategy Division (President & Representative Director), POSCO HOLDINGS Jan. 2025–Feb. 2025: Head, Corporate Strategy Division (Sr. EVP), POSCO HOLDINGS Apr. 2024–Jan. 2025: Head, Corporate Strategy Team (Sr. EVP), POSCO HOLDINGS Mar. 2023–Mar. 2024: Head, Corporate Planning Division (Inside Director & Sr. EVP), POSCO Jan. 2023–Mar. 2023: Head, Corporate Planning Division (Sr. EVP), POSCO Jan. 2021–Jan. 2023: Head, Procurement and Investment Division (Sr. EVP), POSCO Jan. 2019-Jan. 2021: Head, Management Strategy Office (EVP), POSCO Feb. 2018-Dec. 2019: Representative President (EVP), POSCO-Asia, Hong Kong Mar. 2015–Feb. 2018: Representative President (SVP), POSCO-Asia, Hong Kong Jul. 2014–Mar. 2015: Representative President (SVP), POSCO-America, USA 1988: BA in economics, Kyungpook National University

 

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CHUNG, Seok Mo

Inside

M

59

• Head, Business Synergy Division (Sr. EVP) • Member, ESG Committee

2

Mar. 21, 2027

• Steel • New business

Mar. 2026–Present: Head, Business Synergy Division (Inside Director & Sr. EVP), POSCO HOLDINGS Dec. 2025–Mar. 2026: Head, Business Synergy Division (Sr. EVP), POSCO HOLDINGS Jan. 2025–Dec. 2025: Head, Industrial Gas Business Division (EVP), POSCO; President & Representative Director (CEO), POSCO Air Solution Feb. 2022–Jan. 2025: Head, Industrial Gas Business Unit (EVP), POSCO Jan. 2020–Feb. 2022: Head, Rechargeable Battery Materials Business Division (SVP, later EVP), POSCO Jan. 2018–Jan. 2020: President & Representative Director (CEO), eNtoB 1996: MS in steel engineering, POSTECH

KIM, Ki Soo

Inside

M

61

• CTO • Head, N.EX.T Hub

26

Mar. 21, 2027

• Steel technology • New technology development

Oct. 2025–Present: CTO and Head of N.EX.T Hub (Inside Director & Sr. EVP), POSCO HOLDINGS Aug. 2025–Oct. 2025: Head of N.EX.T Hub; Group CTO; Head of Group DX Strategy Office (Inside Director & Sr. EVP), POSCO HOLDINGS Mar. 2024–Jul. 2025: Head of N.EX.T Hub; Group CTO (Inside Director & Sr. EVP), POSCO HOLDINGS Jan. 2023–Jan. 2024: Head, Technical Research Laboratories (Sr. EVP), POSCO Jan. 2022–Jan. 2023: Head, Low-Carbon Process R&D Center (Sr. EVP), POSCO Jan. 2020–Jan. 2022: Head, Process Engineering R&D Center (EVP), POSCO Jan. 2019–Jan. 2020: Head, Process Engineering R&D Center (EVP), POSCO Feb. 2017–Dec. 2018: Head, Engineering Solution Office (SVP), POSCO 2001: PhD in metallurgy, University of Sheffield, UK

 

50

LEE, Hee Geun

Other Non-executive

M

63

• President & Representative Director

2

Mar. 21, 2027

• Steel technology

Mar. 2025–Present: President & Representative Director, POSCO Jan. 2025–Mar. 2025: President, POSCO Nov. 2024–Jan. 2025: Head, Facilities Competitiveness Enhancement TF Team (Sr. EVP), POSCO Mar. 2023–Jan. 2024: Head, Health, Safety, and Environment Division (Inside Director and Sr. EVP), POSCO Mar. 2021–Jan. 2023: President & Representative Director, POSCO M-TECH Jan. 2018–Jan. 2021: Deputy Head, Upstream Division, Pohang Works (SVP), POSCO 1998: MS in materials and metallurgy, POSTECH

KWON, Tae-Kyun

Independent

M

70

• Chair, Finance Committee • Member, ESG Committee and CEO Candidate Pool Management Committee

62

Mar. 21, 2027

• Finance (banking,  public finance, and investment)

Jul. 2022–Present: Independent Director, Kumho Petrochemical Dec. 2015–Jun. 2021: Senior Advisor, Yulchon LLC. Jun. 2010–Jun. 2013: Ambassador of the Republic of Korea to the UAE Jan. 2009–Apr. 2010: Administrator, Public Procurement Service Mar. 2008–Dec. 2008: Head, Trade and Investment Office, Ministry of Knowledge Economy Mar. 2007–Mar. 2008: Head, Free Economic Zone Planning Office, Ministry of Finance and Economy Oct. 2006–Mar. 2007: Commissioner, Korea Financial Intelligence Unit, MOFE 2001–Jul. 2004: Economic Counselor, Permanent Delegation of the Republic of Korea to the OECD 2007: PhD in international studies, Chung-Ang University

YOO, Young Sook

Independent

F

70

• Chair, Evaluation & Compensation Committee • Member, ESG Committee and CEO Candidate Pool Management Committee

62

Mar. 21, 2027

• Academia (environment)

Jan. 2025–Present: Honorary Chair, Climate Change Center Jan. 2020–Jan. 2025: Chair, Climate Change Center (Non-Executive) Mar. 2021–Present: Independent Director, Microgen Apr. 1990–Present: Senior/Principal/Honorary Research Scientist, Korea Institute of Science and Technology (KIST) Feb. 2014–Jan. 2021: Non-Standing Member, Board of Directors, Research Institute of Industrial Science & Technology Feb. 2014–Jan. 2020: Co-CEO, Climate Change Center Jun. 2011–Mar. 2013: Minister of Environment 1986: PhD in biochemistry, Oregon State University (USA)

 

51

YOO, Jin Nyoung

Independent

M

68

• Chair, Board of Directors • Chair, CEO Candidate Pool Management Committee • Member, Director Candidate Recommendation Committee and Evaluation & Compensation Committee

50

Mar. 20, 2028

• Industry (new technology development)

Jan. 2019–Present: CEO, ANGEL 6+ Jan. 2017–Dec. 2018: President and CTO, LG Chem Dec. 2013–Dec. 2016: Chief Director and President, Research Park, LG Chem Jan. 2005–Nov. 2013: Head, Research Park (EVP), LG Chem 1990: PhD in polymer engineering, Lehigh University, USA

SOHN, Sung Kyu

Independent

M

65

• Chair, Director Candidate Recommendation Committee • Member, Audit Committee and CEO Candidate Pool Management Committee

50

Mar. 20, 2028

• Academia (finance & accounting)

Mar. 2025–Present: Professor Emeritus of Business Administration, Yonsei University Jan. 1993–Feb. 2025: Professor of Business Administration, Yonsei University Mar. 2019–Mar. 2025: Independent Director, Samsung Asset Management Jan. 2016–Dec. 2017: President, Korean Accounting Association 2013–2015: Distinguished Professor, Samil PwC-Korea Accounting Association Jan. 2011–Dec, 2013: Non-Standing Commissioner, Korea Securities and Futures Commission Jan. 2008–Oct. 2010: Non-standing Member, Korean Accounting Standards Board 1992: PhD in business administration, Northwestern University, USA

KIM, Joongi

Independent

M

61

• Chair, ESG Committee • Member, Director Candidate Recommendation  Committee, Audit Committee, and Director Candidate Recommendation Committee

38

Mar. 22, 2029

• Law (international trade) • Corporate governance

2008–Present: Professor of Law, Yonsei University Law School 2024–Present: Co-Chair, Asia Pacific Arbitration Group, International Bar Association (IBA APAG) 2021–Present: Member, International Court of Arbitration, International Chamber of Commerce (ICC) Mar. 2018–Present: Member, International Arbitration Committee, KCAB International, Korean Commercial Arbitration Board Mar. 2013–Present: Panel of Arbitrators, International Centre for Settlement of Investment Disputes, World Bank Mar. 1998–Feb. 2008: Professor, Graduate School of International Studies, Yonsei University Mar. 2003–Feb. 2007: Founding Executive Director, Hills Governance Center, Yonsei University/World Bank/CSIS Mar. 1995–Feb. 1998: Professor of Law, Hongik University Jun. 1992-Feb. 1995: Lawyer, Foley & Lardner LLP, Washington DC, USA 1992: PhD in law, Georgetown University, USA

 

52

PARK, Sung Wook

Independent

M

68

• Chair, Audit Committee • Member, Finance Committee, Evaluation & Compensation Committee, and CEO Candidate Pool Management Committee

26

Mar. 21, 2027

• Industry (business management, technology development)

Mar. 2026–Present: Independent Director, SK hynix NAND Product Solutions Corp. (Unlisted) Dec. 2022–Mar. 2025: Chairperson of the Board, National Academy of Engineering of Korea (NAEK) Jan. 2015–Present: Member, NAEK Jan. 2019-Dec. 2022: Management Advisor and Vice Chair, SK hynix Mar. 2016–Feb. 2019: Chair, Korea Semiconductor Industry Association Feb. 2013–Dec. 2018: President & Representative Director; later Vice Chairman, SK hynix Mar. 2005–Jan. 2013: Head, Research Institute (EVP, later Sr. EVP), Hynix Semiconductor Jul. 2001–Feb. 2005: Head, HSA Division, Hynix Semiconductor (SVP) 1992: PhD in materials engineering, KAIST

KIM, Jooyoun

Independent

F

58

• Member, Finance Committee, Evaluation & Compensation Committee, and CEO Candidate Pool Management Committee

2

Mar. 22, 2029

• Industry (marketing)

2023–Present: Independent Director, SK Innovation 2018–2019: Vice Chair, P&G Gillette Asia 2016–2018: President and Representative Director, P&G Korea 2012–2015: Chief Marketing Officer (EVP), P&G Asia Pacific and India Region 2011–2012: Global Brand Franchise Leader, P&G 2005–2010: Head, Marketing Division (SVP), P&G Korea 1991: MS in biology, Yonsei University

 

(3)

The composition of the committees of the Board, their chairpersons, the main roles of the committees, etc., as of the report submission date.

Pursuant to Article 542-8 of the Commercial Act, listed companies such as POSCO HOLDINGS with assets of KRW two trillion or more must have at least three independent directors, who must constitute a majority of the total number of directors. Accordingly, in accordance with Article 27 of our Articles of Incorporation, the Company stipulates that the Board of Directors shall consist of no fewer than three and no more than 13 directors, of whom no more than eight may be independent directors and no more than five may be inside directors. As of the date of this report, the Company’s Board of Directors consists of seven independent directors, four inside directors, and one other non-executive director. With independent directors constituting a majority of the Board, the Company not only legally complies with the requirements of the Commercial Act but also operates in a manner that effectively fulfills its function of supervising the Company’s management activities and enables independent decision-making.

 

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The Company has established specialized committees under the Board of Directors for each area of expertise. Each committee is composed primarily of independent directors, together with inside directors who possess relevant experience and expertise, thereby enhancing operational efficiency and ensuring professional expertise. In addition, to maintain continuity in the performance of the Board’s duties, the Company manages the terms of office of its independent directors as set forth below.

The Term of Office of Each Independent Director (as of the report submission date)

 

Name		Term (Initial Date of Appointment)
Director YOO, Jin Nyoung (Chair)		From Mar. 20, 2025 to the AGM scheduled for Mar, 2028 (Mar. 18, 2022)
Director YOO, Young Sook		From Mar. 21, 2024 to the AGM scheduled for Mar. 2027 (Mar. 12, 2021)
Director KWON, Tae-Kyun		From Mar. 21, 2024 to the AGM scheduled for Mar. 2027 (Mar. 12, 2021)
Director SOHN, Sung Kyu		From Mar. 20, 2025 to the AGM scheduled for Mar. 2028 (Mar. 18, 2022)
Director KIM, Joongi		From Mar. 17, 2023 to the AGM scheduled for Mar. 2029 (Mar. 17, 2023)
Director PARK, Sung Wook		From Mar. 21, 2024 to the AGM scheduled for Mar. 2027 (Mar. 21, 2024)
Director KIM, Jooyoun		From Mar. 24, 2026 to the AGM scheduled for Mar. 2029 (Mar. 24, 2026)

Since 2006, the Company has separated the positions of Chair of the Board and CEO & Representative Director to promote independent and effective decision-making by the Board. The Chair of the Board is elected from among the independent directors by resolution of the Board. On March 24, 2026, following the conclusion of the 58th AGM, the Board appointed Independent Director YOO, Jin Nyoung as Chair of the Board at its regular meeting.

As of the report submission date, the composition and key roles of the specialized committees under the Board of Directors are as follows:

Table 4-1-3-1: Status of the Committees of the Board

 

		Key roles of Board committees		No. of committee members		Committee code		Note
ESG Committee		• Review low-carbon policies related to environmental and climate change issues • Deliberate on safety and health plans • Address matters concerning the operation of the Board and its committees • Deliberate on and approve internal transactions as specified in the Monopoly Regulation and Fair Trade Act		4		A		—
Director Candidate Recommendation Committee		• Assess the qualifications of independent director candidates and make recommendations to the AGM • Oversee the operation of the Independent Director Candidate Recommendation Advisor Panel		3		B		—
Evaluation & Compensation Committee		• Address matters related to executive performance appraisals and the development and implementation of compensation plans • Deliberate on executive performance appraisals and compensation plans • Deliberate on director compensation and retirement benefits		4		C		—
Finance Committee		• Deliberate on and decide investment proposals for new and existing projects • Deliberate on and decide corporate bond issuance and other critical financing decisions		4		D		—
Audit Committee		• Audit the legality of management’s business activities • Assess the soundness and validity of financial activities and the integrity of financial reporting • Evaluate the operational status of the internal accounting management system		3		E		—

 

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CEO Candidate Pool Management Committee		• Deliberate on the basic qualifications of CEO & Representative Director candidates as defined by the Board • Deliberate on the pooling results for CEO & Representative Director candidates • Deliberate on CEO & Representative Director candidate pool development plans • Report the results of CEO & Representative Director candidate pool development		7		F		—

 

55

Table 4-1-3-2: Composition of the Committees of the Board

 

Committee		Name		Job position		Type		Gender		Concurrent position
ESG Committee (A)		KIM, Joongi		Chair		Independent		Male		B, E, F
		YOO, Young Sook		Member		Independent		Female		C, F
		KWON, Tae-Kyun		Member		Independent		Male		D, F
		CHUNG, Seok Mo		Member		Inside		Male		—
Director Candidate Recommendation Committee (B)		SOHN, Sung Kyu		Chair		Independent		Male		E, F
		YOO, Jin Nyoung		Member		Independent		Male		C, F
		KIM, Joongi		Member		Independent		Male		A, E, F
Evaluation & Compensation Committee (C)		YOO, Young Sook		Chair		Independent		Female		A, F
		YOO, Jin Nyoung		Member		Independent		Male		B, F
		PARK, Sung Wook		Member		Independent		Male		D, E, F
		KIM, Jooyoun		Member		Independent		Female		D, F
Finance Committee (D)		KWON, Tae-Kyun		Chair		Independent		Male		A, F
		PARK, Sung Wook		Member		Independent		Male		C, E, F
		KIM, Jooyoun		Member		Independent		Female		C, F
		LEE, Ju Tae		Member		Inside		Male		—
Audit Committee (E)		PARK, Sung Wook		Chair		Independent		Male		C, D, F
		SOHN, Sung Kyu		Member		Independent		Male		B, F
		KIM, Joongi		Member		Independent		Male		A, B, F
CEO Candidate Pool Management Committee (F)		YOO, Jin Nyoung		Chair		Independent		Male		B, C
		YOO, Young Sook		Member		Independent		Female		A, C
		KWON, Tae-Kyun		Member		Independent		Male		A, D
		SOHN, Sung Kyu		Member		Independent		Male		B, E
		KIM, Joongi		Member		Independent		Male		A, B, E
		PARK, Sung Wook		Member		Independent		Male		C, D, E
		KIM, Jooyoun		Member		Independent		Female		C, D

 

(4)

Did the company establish a committee of the board for sustainability management? If so, describe the specific functions and roles of the committee.

An ESG committee is in place: Yes

At the AGM held in March 2021, POSCO HOLDINGS established the ESG Committee through amendments to its Articles of Incorporation and the Operating Rules of the Board, thereby strengthening the Board’s role in ESG management. The ESG Committee oversees overall matters concerning the operation of the Board and the Board Committees, as well as material ESG matters concerning affiliates and matters relating to internal transactions. Through these activities, the Board leads ESG management across the Group. As of the report submission date, the matters subject to deliberation or reporting by the ESG Committee are as follows:

 

56