Corporate Governance

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Outline

Since outside directors were first appointed in 1997, POSCO has strived to establish an advanced corporate governance structure with appropriate balances between the Board of Directors and professional management.

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  • C.G Charter(PDF) download
  • Bylaws(PDF) download

Stronger shareholders protections

Stronger shareholders protections

  • Cumulative Voting System strengthens small shareholder rights (Mar.2004)
  • Documentary Voting System facilitates voting process (Mar.2004)
Details on voting rights exercised at shareholders Meeting(FY 2012)
(Unit : thousand shares)
Details on voting rights exercised at shareholders Meeting(FY 2012)
Classi-
fication
Stocks Issued Shares with Voting rights Shares represented at Shareholders Meeting (voting rights exercised) Largest shareholder (including institions) Minorshareholders (1%) Percentage of votes by minor shareholders
Domestic 44,993 35,050 27,282 17,689 9,593 27,37%
Overseas 42,194 42,194 28,440 25,366 3,074 7,29%
Total 87,187 77,244 55,722 43,055 12,667 16,40%

All foreign investors who have more than 1% of shares are regarded to exercise their voting rights.

Shareholder gains

Details on company share purchase and retirement plan
Details on company share purchase and retirement plan
Classification 2011 2010 2009 2008 2007
purchase # of shares (thousands) 131 - - - 3,132
Retirement - - - - -
Details on dividend
Details on dividend
Classification 2011 2010 2009 2008 2007 2006
Dividend per share
(Interim dividend)
10,000
(2,500)
10,000
(2,500)
8,000
(1,500)
10,000
(2,500)
10,000
(2,500)
8,000
(1,500)
Total dividends
(100 Million won)
7,724 7,703 6,155 7,627 7,560 6,212

Separation of ownership and management

Independent BOD

  • Eight out of 13 members of BOD are outside directors
  • Separation of CEO and Chairman of the board
  • Objective and transparent process for selection and appointment of outside directors
Process of outside director appointment

Objective and transparent process for selection and appointment of outside directors

CEO Candidate Recommendation Committee

  • For independent and transparent election of CEO, relevant regulations are inserted into the bylaw(Feb.2006)

Effective decision-making process with active use of expert committee led by outside directors

  • All five expert committees under BOD are chaired by outside directors

*Refer to the menu on Special Committees

Independent audit

Independent operation of Audit Committee

  • Rationale for setting up the Committee: Commercial Code(Article 415-2) and Securities Transaction Act (Article 191-7)
    • Committee functions independently as all committee members are outside directors (chairman and committee members)

      * Refer to the menu on Special Committees

  • Committee operates based on objective criteria (Audit Committee Bylaws) and procedures
    • Convocation : Quarterly regular meeting and provisional meeting whenever necessary
    • Resolution : Requires majority of committee members on roll in attendance and approval by the majority of attending members
    • Proposa of agenda : May be proposed by chairman, CEO, or any committee member
    • Supporting departments : For efficient support, leverage the internal audit department

Selection of independent external auditor

Selection flow of external auditor

Selection flow of external auditor

Details on external auditor
Details on external auditor
Company Date of selection Contract period Recent audit opinion
KPMG Samjong Accounting Firm 2014.02.21 2014~2016 Appropriate

POSCO SNS