POSCO to Strengthen Conditions for Chairman's 3rd Term... Shareholders' Meeting Approval Quorum Set at Two-Thirds

POSCO Holdings has strengthened the conditions required for the chairman's third term. This is interpreted as a measure to improve the governance structure within the group.

On the 19th, POSCO Holdings announced the convocation notice for the regular shareholders' meeting scheduled for the 20th of next month, disclosing an agenda item to amend the articles of incorporation related to the chairman's reappointment. The board decided to add a clause to the articles of incorporation regarding the representative director chairman stating, "If a chairman candidate is nominated again after serving three terms, the special resolution requirement will apply when electing that candidate as an inside director at the shareholders' meeting." Applying the special resolution requirement means that the criteria for a third term will be "approval by at least two-thirds of the attending shareholders and at least one-third of the total issued shares."

The term of the POSCO Holdings chairman is three years, but there were no regulations regarding reappointment. Until now, the chairman of the POSCO Group was selected through a procedure where candidates were nominated by the inside CEO Candidate Recommendation Committee and then elected as inside directors at the shareholders' meeting. The election of inside directors usually requires a simple majority resolution, meaning approval by more than half of the shareholders attending the meeting.

The reason for strengthening the conditions for a third term as chairman is cited as governance improvement. Raising the threshold from a simple majority to two-thirds approval means securing a shareholder support base when serving a third term.

Meanwhile, on the same day, the board recommended Lee Joo-tae, head of the Future Strategy Headquarters, and Cheon Seong-rae, head of the Business Synergy Headquarters, as new inside director candidates, and re-nominated Kim Ki-soo, head of the Future Technology Research Institute (Group Chief Technology Officer, CTO).