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Corporate Governance

Corporate Governance

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.

  • CoE for Outside Director pageview
  • Article of Incorporation pageview
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 2017)

(Unit : thousand shares)
Details on voting rights exercised at shareholders Meeting(FY 2017)
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 38,430 31,243 24,023 16,394 7,629 31.8%
Overseas 48,757 48,757 37,044 20,326 16,718 45.1%
Total 87,187 80,000 61,067 36,720 24,347 39.9%

* 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 2013 2014 2015 2016 2017
Purchase # of shares
(thousands)
- - - - -
Retirement - - - - -
Fractionation 2,539 209 2.6 2.0 1.9

- Details on dividend

Details on dividend
Classification 2013 2014 2015 2016 2017
Dividend per share
(Quarterly dividend)
8,000
(2,000)
8,000
(2,000)
8,000
(2,000)
8,000
(2,250)
8,000
(4,500)
Total dividends
(100 Million won)
6,332 6,395 6,400 6,400 6,400

* Quarterly dividend from 2016, Interim dividend until 2015

Separation of ownership and management
Independent BOD
  • Seven out of 12 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

  • 1 Advisory group for Recommendation of director candidates(Interim dividend) Search and Recommendation of candidates
  • 2 Recommendation Committee for director candidates Search and candidates recommendation
  • 3 Notification of candidates recommendations Introduction of candidates
  • 4 Shareholder meeting Director appointment
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

  • 1 Receive proposal for Accounting firm Presentations by Multiple accounting firms
  • 2 Assessment and Selection by Audit committee
  • 3 Report to Shareholders Meeting
  • 4 Sign the Agreement on audit Finalize the details on the agreement

- Details on external auditor

Details on external auditor
Company Date of selection Contract period Recent audit opinion
KPMG Samjong Accounting Firm 2017.02.16 2017~2019 2016
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