Corporate Governance - POSCO M-TECH

Strengthening Shareholder Rights and Interests

Strengthening Shareholder Rights and Interests

· We have adopted an eVoting System starting with the 45th annual general meeting of shareholders to enhance convenience and transparency when shareholders exercise their voting rights (Mar 2019).
· Business reports and audit reports are disclosed electronically a week before the annual general meeting of shareholders and kept at the head office and each branch.

Voting Rights Status of the General Shareholder’s Meeting (2020)

(Unit: 1,000 shares)

Category	Number of Shares Issued	Number of Voting Shares	Number of Stocks Held by Shareholders Present at the General Meeting of Shareholders	Event Rates
In Korea	41,218	41,218	21,275	51.6%
Abroad	425	425	226	51.6%
Total	41,643	41,643	21,501	51.6%

Transparent and Balanced Operation of BOD

· The BOD is comprised of four members (two inside directors, one other non-executive director, and one outside director).
· Directors are appointed at the general meeting of shareholders, and are recommended to the general meeting of shareholders after reviewing whether they do not fall under any of the disqualification requirements stipulated in the Commercial Act and the Enforcement Decree of the same Act.
· Regular board meetings are to be held in January, February, April, July, October, and December, and details of the main activities of the BOD are to be disclosed on the business report.

Members of the Board

Appointment Process of Outside Directors

Board Resolution

Period: Jan 1, 2021- Dec 31, 2021

Rounds	Date Held	Bills	Whether Approved or Not	Attendance
1st	Jan 29	Approval of the 46th financial statement and business report. Agreement on the comprehensive credit limit for financial institutions. Contribution to the in-house labor welfare funds.	Approved	4/4
2nd	Mar 6	Convene of the 46th annual general meeting of shareholders. Agenda items and reports. Adoption of the eVoting system.	Approved	4/4
3rd	Mar 30	Appointment of the CEO. Position assignment of inside directors. Change of operating standards for executive remuneration and revision of remuneration regulations.	Approved	4/4
4th	Dec 14	Management plan for 2021. Donation contribution / Approved	Approved	4/4

Audit Independence

· Composed of one standing auditor according to Article 409 (Appointment) of the Commercial Act and Article 44 (Audit) of the Articles of Incorporation.
· Inspection is conducted by forming an independent Audit Division under the Audit Group according to Chapter 2 (Organization, Responsibilities and Rights) of the Company’s internal audit regulations.

Audit Status

Category	Name	Appointment Date	Appointment Method	Tenure
Standing Auditor	Jin-young Kim	Mar 18, 2019	Annual GMS	Three years

External Auditors
Appointment Status

Corporate Name	Appointment Date of the External Auditor	Contract Terms	Recent Audit Feedbacks
Hanyoung Accounting Firm	Feb 8, 2019	2019-2021 (three years)	Appropriate (2020년)

Whether the Best Practices Are Applied in Corporate Governance

Recommendations Based on Best Practices	Whether Adopted or Not
Introduction of the Corporate Governance Charter	○
Introduction of Employee Ethics Regulations	○
Disclosure of BOD activity details, Disclosure of attendance rate, and whether they agree with major agenda items.	○
Introduction of regulations on the roles and operation process of BOD and various committees.	○
Joining of director’s liability insurance for damages at the Company’s expense.	○
Maintaining independence of outside auditors.	○
Approval of the accuracy and completeness of the financial report by the CEO and the person in charge.	○
Explanation on the difference with the best practices.	○
Disclosure in both Korean and English of audit reports and important regular notifications.	○

* Audit reports and important ad hoc disclosures are announced in Korean.