현대제철 통합보고서

The Articles of Association classify meetings of the Board of Directors as either regular meetings or temporary meetings, and stipulates that regular Board meetings convene once a quarter, while temporary meetings are held as needed. The chairman of the Board finds candidates for the chairmanship from among the executive and independent directors, one of whom is then elected by resolution of the Board. Each director submits his or her proposals along with the relevant explanations, and the Board notifies each director of the meeting at least seven days in advance in writing, verbally or by electronic document. For those who wish to participate virtually, a videoconferencing system has been established. Directors can also request the attendance of relevant employees and outside personnel to voice their opinions about the issues in question. The attendance and votes of executive directors are disclosed through a regular report. In 2020, the Board held a total of nine sessions(four regular meetings and five extraordinary meetings) deliberating 30 agenda issues(including the 2020 business plan and budget, the issuance of bonds, signing off on management performance, and approving transactions with affiliated persons) and with a meeting attendance rate of 98% for executive directors. Furthermore, the Board reviewed both financial and non-financial business performance, including the status of the internal accounting management system, fair trade compliance program and activities of the compliance officer.

Every year, Hyundai Steel is assessed on our governance - including the activities of the Board of Directors - by the Korea Corporate Governance Service, and we are using the feedback to strive towards establishing a leading, sustainable governance structure.

In accordance with the Commercial Act and the Articles of Association, directors are appointed at the General Shareholders' Meeting. Independent directors are nominated by the Independent Director Candidate Recommendation Committee, which performs a comprehensive evaluation of the candidates' qualifications and competencies, after which the directors are appointed by resolution of the General Shareholders' Meeting. In line with the changing business environment, which requires constant strategic judgment by the Board, the independent directors comprise experts in various fields of society as a means of enhancing the expertise of each respective director. Executive directors are appointed from among senior managers from each sector of the business. With the participation of members with different perspectives, this ensures objective supervision of management, and brings insight from each specialized field on important matters related to the basic policies of the company's operation and business execution.

The chairman of the Board is appointed by an extraordinary meeting of the Board following the annual General Shareholders' Meeting. He or she leads the convening of the Board and the deliberation of agenda items, and hence should have a deep understanding of the various pending issues tabled to the Board and be able to provide sufficient explanation and information regarding these issues. In this regard, Representative Director and President Tong-Il Ahn was appointed Board Chairman in March 2021.

To ensure that independent directors are appointed fairly and transparently, they are nominated at the General Shareholders' Meeting by the 'Independent Director Candidate Recommendation Committee', The Committee adheres strictly to the 'Guidelines on the Independence of Outside Directors', which outlines nine criteria for determining independence. Under these guidelines, the Committee should give comprehensive consideration to any significant relationship between the director and the company, including the domestic and international environment and any other situation involving the director and the company. In addition, Hyundai Steel clearly stipulates the importance of independence among independent directors in the 'Charter of Corporate Governance', In the Charter, Article 2-2(Composition and Operation of the Board of Directors) Paragraph 1 states that 'at least half of the Board of Directors shall be independent directors who can serve independently of the management and the controlling shareholders', According to Article 2-3(Qualification and Independence of Directors) Paragraph 4 of the Charter, 'An independent director is a person who has a wealth of professional knowledge and/or practical experience in related fields such as finance, economics, management, law and accounting', It stipulates further that such persons, 'should have no stake or interest in the company, and must be able to make decisions independently from the management and controlling shareholders.

' As of June 2021, the average tenure of directors is 2.3 years. To the Korea Exchange, Hyundai Steel issues a 'Certificate of Independent Director Qualifications' as part of verifying the relevant facts(independence from the company, qualifications under law, etc.). Furthermore, when announcing the General Shareholders' Meeting, details are provided with regard to verification of the candidate's qualification under law and under the company's own independence criteria.

Hyundai Steel has formed a Board comprised of directors with a wide range of experience, taking into account the diversity of our stakeholders, including shareholders and customers. We are committed to making important decisions from a broader perspective.

The 'Guidelines for Diversity of the Board of Directors' specifies the expertise required for the appointment of independent directors, and gives specific diversity considerations(nationality, age, gender, background, race, religion, ethnicity, etc.) that take into account the business environment. The 'Charter of Corporate Governance' stipulates that directors shall be persons with diverse backgrounds who can make substantial contributions to the management of the company, and that such persons shall have extensive professional knowledge and/or practical experience in related fields such as finance, economics, management, law and accounting.(Article 2-3; Qualifications and Independence of Directors). The Charter further stipulates that, 'directors shall be appointed according to equal standards without discrimination on the basis of gender, age, nationality, experience or background, and directors shall be able to contribute to the enhancement of the Company's value and shareholder rights'. It also states that 'the Company strives to increase the diversity of the Board, taking into account our diverse stakeholders, including shareholders(Article 2-4; Appointment of Directors and Candidate Nominations).

Accordingly, the Hyundai Steel Board of Directors currently consists of a variety of experts(in metallurgy, architecture, law, accounting, management, etc.), and in particular, independent directors Kyung-Tae Hong and Jeong-Han Yoo, who are experts in metallurgy and architecture, have professional experience in the steel industry. The diversity of the Board in terms of age and gender was further enhanced with the appointment of two new independent directors at the Regular Shareholders' Meeting in March 2021.