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Governance
POSCO DX strives to build an advanced governance system that harmonizes checks and balances between the Board of Directors and professional management.
Stronger Shareholder Protection
Electronic Voting System was introduced from the 30th Annual General Meeting of Shareholders to facilitate shareholders' exercise of voting rights and improve transparency (March 2019).
Business Report and Auditor's Report are disclosed electronically at least one week before the date of the general shareholders' meeting and are available at the head office and each branch office.
Details on voting rights exercised at general shareholders’ meeting
(34th session held on March 20, 2023)
- Total shares outstanding: 152,034,729
- Total voting shares: 151,807,517
- Voting shares exercised (A) = votes for (B) + votes against & abstained (C)
- Percentage of votes for (%) = (B/A) x 100
- Percentage of votes against & abstained (%) = (C/A) x 100
- The percentage of voting shares exercised, excluding the largest shareholder and affiliated persons: 3.64% (3,754,584 shares / 103,157,866 shares)
Agenda | Proposal | Resolution Type | Result of voting | Voting shares Exercised (A) | Votes for (B) (Percentage, %) | Votes against & abstained (C) (Percentage, %) | |||
---|---|---|---|---|---|---|---|---|---|
Shares | Percentage | Shares | Percentage | ||||||
Item #1 | Approval of 43th financial statements | Ordinary | Passed | 103,157,866 | 102,805,644 | 99.7% | 352,222 | 0.3% | |
Item #2 | 2-1 | Change of company name in Articles of Association | Ordinary | Passed | 103,157,866 | 103,104,136 | 99.9% | 53,730 | 0.1% |
2-2 | Change of purpose business in Articles of Association | Ordinary | Passed | 103,157,866 | 103,106,236 | 99.9% | 51,630 | 0.1% | |
2-3 | Change of the Board of Directors in Articles of Association | Ordinary | Passed | 103,157,866 | 103,062,520 | 99.9% | 95,346 | 0.1% | |
2-4 | Change of dividends in Articles of Association | Ordinary | Passed | 103,157,866 | 103,087,199 | 99.9% | 70,667 | 0.1% | |
Item #3 | 3-1 | Election of Jeong Deok-kyun as inside director | Ordinary | Passed | 103,157,866 | 102,565,138 | 99.4% | 592,728 | 0.6% |
3-2 | Election of Heo Jong-yeol as inside director | Ordinary | Passed | 103,157,866 | 102,818,637 | 99.7% | 339,229 | 0.3% | |
3-3 | Election of Kim Ji-yong as other director not engaged in regular business | Ordinary | Passed | 103,157,866 | 102,615,824 | 99.5% | 542,042 | 0.5% | |
Item #4 | Approval of the upper cap of remuneration of directors | Ordinary | Passed | 103,157,866 | 102,985,987 | 99.8% | 171,879 | 0.2% | |
Item #5 | Approval of the upper cap of remuneration of auditors | Ordinary | Passed | 103,157,866 | 99,760,560 | 96.7% | 3,397,306 | 3.3% |
Transparent and Balanced Operation of the Board of Directors
- The Board of Directors consists of 4 members (2 inside directors, 1 other director not engaged in regular business, and 1 outside director).
- Directors are appointed by the general meeting of shareholders, and candidates are reviewed to ensure that they do not fall under any of the disqualifications set forth in the Commercial Act and its enforcement decree and are finally recommended to the shareholders' meeting.
- In principle, regular board meetings are held in February, March, April, June, August, October, and December, and the main activities of the Board of Directors are disclosed through Business Report.
Election of directors
Find and suggest candidates
Conduct qualification process and nominate candidates
Introduce candidates
Elect directors
Main roles of the Board of Directors
- Establishing key business strategies and monitoring business performance
-
- Discuss matters to establish business strategies and annual business plans.
- Deliberate on major internal and external investment and restructuring plans.
- The appointment, evaluation, development and compensation of the Management
-
- Nominate inside directors and elect CEO from inside directors.
- Plan the evaluation and compensation of the management, and determine the remuneration and severance pay of inside directors and unregistered directors.
- Other resolutions according to laws and regulations and Articles of Association
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- Deciding on issuance of new shares, interim dividends, and share buyback and disposals.
- Establishment and revision of the Internal Accounting Management Policy, and appointment and dismissal of the Fair-Trade Compliance Officer.
- Plans related to health and safety, etc.
Members of the Board of Directors
Resolutions made by BOD
Session | Date | Proposal | Result of Voting | Attendance |
---|---|---|---|---|
1 | 2022.01.27 |
|
Passed | 4/4 |
2 | 2022.02.18 |
Approval of convening and agenda of the 33rd General Shareholders’ Meeting |
Passed | 4/4 |
3 | 2022.03.21 |
|
Passed | 4/4 |
4 | 2022.06.22 |
Contributions to the internal welfare fund |
Passed | 4/4 |
5 | 2022.08.24 |
Debt write-off for Yongin Yeokbuk 2nd Residence Construction Project |
Passed | 4/4 |
6 | 2022.10.26 |
Social contribution donation |
Passed | 4/4 |
7 | 2022.11.15 |
Selling an equity stake in eNtoB |
Passed | 4/4 |
8 | 2022.12.15 |
|
Passed | 4/4 |
Period: 2022.1.1 ~ 12.31.
Auditor Independence
- Composed of one standing auditor pursuant to Article 409 (Appointment) of the Commercial Act and Article 48 (Number of Auditors) of the Articles of Association.
- Granting the auditor the right to access management information necessary for the audit work in accordance with Article 40, Paragraph 2 of the Articles of Association (prior notice to the audit when the Board of Directors is convened) and Article 9 of the Internal Audit Regulations (authority of the auditor), including access to books and systems.
- The auditor organizes and operates an independent audit team under their control in accordance with Chapter 2 (Audit Organization) of the Company's Internal Audit Policy.
Details on auditor
- Type
- Standing auditor
- Name
- Sung Nak-yun
- Date of appointment
- 2021.3.15
- Election method
- Annual Shareholders' Meeting
- Term
- 3
Details on external auditor
- Company
- Samjong KPMG
- Date of appointment
- 2023.2.1
- Contract period
- 2023 - 2025 (3 years)
- Recent auditor's opinion
- Appropriate (2022)
ESG Rating (2023)
- General Rating
- A
- Environmental (E)
- A
- Social (S)
- A+
- Governance (G)
- A
(Rating agency: KCGS)