Posco Holdings Inc 6-K/A, filed Feb 23, 2021

Posco Holdings Inc. (PKX)

6-K/A 2021-02-23 For: 2021-02-23

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Added on August 22, 2026

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Posco Holdings Inc filed this 6-K/A on February 23, 2021.

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	POSCO
	(Registrant)

Date: February 23, 2021	By	/s/ Chung, Kyung-Jin
		(Signature)
		Name: Chung, Kyung—Jin
		Title: Senior Vice President


Existing Article		Amendment
Article 29-2. Recommendation of Inside Director Candidate other than the CEO and the Representative Director A candidate for Inside Director other than the CEO and the Representative Director shall be recommended by the Board of Directors after his qualification is approved by the Director Candidate Recommendation and Management Committee as prescribed in Paragraph (1) of Article 45.		Article 29-2. Recommendation of Inside Director Candidate other than the CEO and the Representative Director A candidate for Inside Director other than the CEO and the Representative Director shall be recommended by the Board of Directors after his qualification is approved by the Director Candidate Recommendation Committee as prescribed in Paragraph (1) of Article 45.

Article 30. Recommendation of Candidate for Outside Directors (1) A candidate for Outside Director shall be recommended by the Director Candidate Recommendation and Management Committee as prescribed in Paragraph (1) of Article 45. Such candidates shall be among those qualified persons as prescribed in Article 31. (2) A shareholder holding voting shares of the Company may recommend a candidate for Outside Director to the Director Candidate Recommendation and Management Committee by the exercise of the shareholder proposal right under the applicable legislation. (3) The Director Candidate Recommendation and Management Committee shall determine the details regarding recommendation for, and evaluation on qualification of, candidates for Outside Director.		Article 30. Recommendation of Candidate for Outside Directors (1) A candidate for Outside Director shall be recommended by the Director Candidate Recommendation Committee as prescribed in Paragraph (1) of Article 45. Such candidates shall be among those qualified persons as prescribed in Article 31. (2) A shareholder holding voting shares of the Company may recommend a candidate for Outside Director to the Director Candidate Recommendation Committee by the exercise of the shareholder proposal right under the applicable legislation. (3) The Director Candidate Recommendation Committee shall determine the details regarding recommendation for, and evaluation on qualification of, candidates for Outside Director.


Name/ Agenda	Date of Birth	Professional Experience		Term
	Recommended by	Period	Details
Choi, Jeong-Woo (3-1)	April 10, 1957	July 2018 ~ Present March 2018 2017 2016 2015 2014 2010 2008	Representative Director & CEO, POSCO Representative Director & President, POSCO CHEMICAL Representative Director & President, Head of Corporate Strategy & Finance Center, POSCO Inside Director & Senior Executive Vice President, Head of Corporate Strategy & Finance Center, POSCO Senior Executive Vice President, Head of Value Management Department, POSCO Representative Director & Senior Executive Vice President, Head of Planning and Finance, POSCO Daewoo Corporation Head of Corporate Audit Office, POSCO Senior Vice President, Head of Corporate Strategy Department, POSCO E&C	3 Years
	Board of Directors


Name/ Agenda	Date of Birth	Professional Experience		Term
	Recommended by	Period	Details
Kim, Hag-Dong (3-2)	May 27, 1959	January 2021 ~Present 2019 2017 2015 2013 2010	Inside Director & President, Head of Steel Business Unit, POSCO Inside Director & Senior Executive Vice President, Head of Steel Production & Technology Division, POSCO Senior Executive Vice President, Head of Gwangyang Works, POSCO Senior Executive Vice President, Head of Pohang Works, POSCO Representative Director & Senior Executive Vice President, SNNC Senior Vice President, Deputy Head of Gwangyang Works(Iron & Steel Making), POSCO	1 Year
	Board of Directors



Chon, Jung-Son (3-3)	August 26, 1962	March 2020 ~ Present 2019 2018 2017 2016 2014 2012	Inside Director & Senior Executive Vice President, Head of Global & Infra Business Unit and Head of Corporate Strategy & Planning Division, POSCO Inside Director & Senior Executive Vice President, Head of Corporate Strategy & Planning Division, POSCO Inside Director & Senior Executive Vice President, Head of Corporate Strategy & Finance Center, POSCO Representative Director & President, POSCO C&C Executive Vice President, Head of POSCO Corporate Strategy Office, POSCO Senior Vice President, Senior Corporate Advisor, Value Management Department, POSCO Senior Vice President, Head of Raw Materials Procurement Department, POSCO	1 Year
	Board of Directors

Jeong, Tak (3-4)	April 5, 1959	March 2019 ~Present 2018 2016 2015 2013 2012 2010	Inside Director & Senior Executive Vice President, Head of Marketing Division, POSCO Senior Executive Vice President, Head of Steel Business Division, POSCO Executive Vice President, Head of Steel Business Strategy Department, POSCO Executive Vice President, Head of Energy and Shipbuilding Materials Marketing Department, POSCO Senior Vice President, Head of Energy and Shipbuilding Materials Marketing Department, POSCO Senior Vice President, Overseas Marketing Department, POSCO Senior Vice President, Head of Metal/HR Steel Business Division, Daewoo Corporation	1 Year
	Board of Directors

Chung, Chang-Hwa (3-5)	June 18, 1961	January 2020 ~Present 2017 July 2015 February 2015 2012	Senior Executive Vice President, Head of Management Support Division, POSCO Senior Executive Vice President, Managing Director, POSCO-China (From January 2019) Executive Vice President, Head of Public Relations Department, POSCO Executive Vice President, Head of CR Center, POSCO E&C Senior Vice President, Head of Communication Department, POSCO	1 Year
	Board of Directors


Exhibit 99.1:		An English-language translated documents with respect to Notice of the 53^rd Ordinary General Meeting of Shareholders


Name/ Agenda		Grounds
Choi, Jeong-Woo (3-1)		The CEO Candidate Recommendation Committee which consists of outside directors, conducted qualification screening in independent and objective ways through several meetings with the current CEO. In a rapidly changing business circumstances, in order to enhance POSCO’s long-term value and improve competitiveness, the current CEO Choi, Jeong-Woo is recommended as the next CEO candidate.
Kim, Hag-Dong (3-2)		As the Head of Steel Production & Technology Division, the candidate has devoted himself for the competitiveness of steel production and stable operation of steel mills. As of January 4, 2021, he has been positioned as the Head of Steel Business Unit and is expected to be the key person to stably manage steel business.
Chon, Jung-Son (3-3)		As the Head of Global & Infra Business Unit and the Head of Corporate Strategy & Planning Division, the candidate has contributed himself to the establishment of POSCO Group business strategies and executions. Based on his knowledge and experience in the overall Group businesses, he is judged to be the right person to contribute for effective decision-makings on various business related matters.
Jeong, Tak (3-4)		The candidate contributed to increase sales performance by establishing and implementing preemptive steel business strategies in the face of increasing uncertainty in the domestic and overseas markets and he is judged to be the right person to expand the steel business and improve profitability based on his expertise and extensive experience in the marketing fields.
Chung, Chang-Hwa (3-5)		The candidate has smoothly supported various projects promoted by the company based on his abundant experience and expertise in the field of public relations and external cooperation. He is considered to be the right person to lead improvement of organizational culture and employee competency through innovation in work culture to support future growth strategies.


Name	Date of Birth	Professional Experience		Term
	Recommended by	Period	Details
Yoo, Young-Sook (4-1)	May 29, 1955	March 1994 ~Present January 2020 ~Present 2014 2014 2011~2013 2009 2007 1990	Principal Research Scientist, Korea Institute of Science and Technology(KIST) Chairperson of the Board(non-permanent), Climate Change Center Director(non-permanent), Research Institute of Industrial Science & Technology Co-President, Climate Change Center Minister, Ministry of Environment Vice President, KIST Head of Biological Science Research, KIST Senior Research Scientist, KIST	3 Years
	Director Candidate Recommendation and Management Committee

Kwon, Tae-Kyun (4-2)	November 28, 1955	2015~Present 2014~2020 2017~2019 2010 2009 2008 2007 2006 2001 1996 1992	Senior Advisor (non-permanent), Yulchon LLC. Outside Director, SAMSUNG ELECTRO-MECHANICS CO., LTD. Outside Director, MIRAE ASSET DAEWOO CO., LTD. Ambassador, Korea to the United Arab Emirates Chief Administrator, Public Procurement Service Head of Trade and Investment Office, Ministry of Knowledge Economy Deputy Minister for Free Economic Zone Planning, MOFE Commissioner, Korea Financial Intelligence Unit, MOFE Economic Councilor, OECD Representative Finance and Economy Adviser, Office of the President Country Officer, Asian Development Bank	3 Years
	Director Candidate Recommendation and Management Committee


Name		Grounds
Yoo, Young-Sook (4-1)		As an expert in the fields of environment, who served as the Minister at the Ministry of Environment, the candidate continues to carry out wide range of activities in the domestic and foreign environment fields, including the Chairperson of the Board at the Climate Change Center. The candidate is expected to greatly contribute to the company’s management and the Board operations related to ESG, which is growing in importance in the future.

Kwon, Tae-Kyun (4-2)		As a financial expert who worked in the Asian Development Bank and financial departments of the public institutions, the candidate continues his wide range of activities in the related fields such as overseas expansion of companies and domestic investments of foreign companies by utilizing his financial expertise even after retirement from the public office. The candidate also has high degree of understanding of corporate governance by serving as an outside director of other companies for many years, and is expected to greatly contribute to the company’s management and the Board operations.


Name		Grounds
Kim, Sung-Jin		As an industrial policy expert who served as the Minister at the Ministry of Maritime Affairs and Fisheries after serving as an industrial policy secretary and the Administrator of the Small and Medium Business Administration, the candidate has contributed over the past three years to the areas of company policies, risk inspections, and the Board operations based on his abundant experience and knowledge in related fields. The candidate is recommended as an Outside Director as he is expected to continue to contribute to the operation and development of the Board of Directors.


	Page

Consolidated Financial Statements

Consolidated Statements of Financial Position		3

Consolidated Statements of Comprehensive Income		5

Consolidated Statements of Changes in Equity		6

Consolidated Statements of Cash Flows		8


(in millions of Won)	Notes		December 31, 2020		December 31, 2019
Assets

Cash and cash equivalents	4,5,23	W		4,754,644		3,514,872
Trade accounts and notes receivable, net	6,17,23,29,37			8,120,619		9,078,351
Other receivables, net	7,23,37			1,494,239		1,581,517
Other short-term financial assets	8,23			11,709,209		8,996,049
Inventories	9			9,051,790		10,920,320
Current income tax assets	35			49,480		45,930
Assets held for sale	10			34,210		74,158
Other current assets	16			616,623		631,177

Total current assets				35,830,814		34,842,374

Long-term trade accounts and notes receivable, net	6,23			86,423		198,785
Other receivables, net	7,23,37			1,195,962		1,140,879
Other long-term financial assets	8,23			1,561,807		1,669,389
Investments in associates and joint ventures	11			3,876,249		3,927,755
Investment property, net	13			994,781		878,227
Property, plant and equipment, net	14,33			29,400,141		29,925,973
Goodwill and other Intangible assets, net	15,33			4,449,432		4,908,473
Defined benefit assets, net	21			86,149		4,280
Deferred tax assets	35			1,335,154		1,237,285
Other non-current assets	16			270,061		325,241

Total non-current assets				43,256,159		44,216,287

Total assets		W		79,086,973		79,058,661


(in millions of Won, except per share information)	Notes		2020			2019
Revenue	28,29,37	W		57,792,796			64,366,848
Cost of sales	29,31,34,37			(53,072,390	)		(58,116,495	)

Gross profit				4,720,406			6,250,353

Selling and administrative expenses	30,34
Reversal of (impairment loss) on trade accounts and notes receivable	23			(829	)		28,105
Other administrative expenses	31			(1,939,602	)		(2,041,286	)
Selling expenses				(376,940	)		(368,318	)

Operating profit				2,403,035			3,868,854

Share of profit of equity-accounted investees, net	11			133,297			273,741

Finance income and costs	23,32
Finance income				2,677,499			1,872,143
Finance costs				(2,892,402	)		(2,242,063	)

Other non-operating income and expenses	33
Impairment loss on other receivables	23			(53,105	)		(80,323	)
Other non-operating income				402,336			450,891
Other non-operating expenses	34			(645,574	)		(1,089,965	)

Profit before income tax				2,025,086			3,053,278
Income tax expense	35			(236,934	)		(1,070,641	)

Profit				1,788,152			1,982,637

Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of defined benefit plans	21			36,575			(117,152	)
Net changes in fair value of equity investments at fair value through other comprehensive income	23			(77,627	)		(10,541	)
Items that are or may be reclassified subsequently to profit or loss:
Capital adjustment arising from investments in equity-accounted investees				(28,609	)		66,134
Foreign currency translation differences				(147,956	)		208,117
Gains or losses on valuation of derivatives	23			(331	)		(90	)

Other comprehensive income (loss), net of tax				(217,948	)		146,468

Total comprehensive income		W		1,570,204			2,129,105

Profit attributable to:
Owners of the controlling company		W		1,602,148			1,835,087
Non-controlling interests				186,004			147,550

Profit		W		1,788,152			1,982,637

Total comprehensive income attributable to:
Owners of the controlling company		W		1,415,132			1,997,731
Non-controlling interests				155,072			131,374

Total comprehensive income		W		1,570,204			2,129,105

Basic and diluted earnings per share (in Won)	36			20,165			22,823


		Attributable to owners of the controlling company																			Non- controlling interests			Total
(in millions of Won)		Share capital		Capital surplus			Hybrid bonds		Reserves			Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total
Balance as of January 1, 2019	W		482,403		1,410,551			199,384		(1,404,368	)		(1,532,728	)		44,216,018			43,371,260			3,388,291			46,759,551
Comprehensive income:
Profit			—		—			—		—			—			1,835,087			1,835,087			147,550			1,982,637
Other comprehensive income (loss)																						—			—
Remeasurements of defined benefit plans, net of tax			—		—			—		—			—			(100,218	)		(100,218	)		(16,934	)		(117,152	)
Capital adjustment arising from investments in equity-accounted investees, net of tax			—		—			—		58,308			—			—			58,308			7,826			66,134
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax			—		—			—		10,228			—			(20,769	)		(10,541	)		—			(10,541	)
Foreign currency translation differences, net of tax			—		—			—		215,181			—			—			215,181			(7,064	)		208,117
Gain or losses on valuation of derivatives, net of tax			—		—			—		(86	)		—			—			(86	)		(4	)		(90	)

Total comprehensive income			—		—			—		283,631			—			1,714,100			1,997,731			131,374			2,129,105

Transactions with owners of the controlling company, recognized directly in equity:
Year-end dividends			—		—			—		—			—			(400,006	)		(400,006	)		(60,274	)		(460,280	)
Interim dividends			—		—			—		—			—			(480,694	)		(480,694	)		—			(480,694	)
Changes in subsidiaries			—		—			—		—			—			—			—			1,281			1,281
Changes in ownership interests in subsidiaries			—		(48,538	)		—		—			—			—			(48,538	)		(128,587	)		(177,125	)
Interest of hybrid bonds			—		—			—		—			—			(9,200	)		(9,200	)		(7,294	)		(16,494	)
Disposal of treasury shares			—		12,576			—		—			24,425			—			37,001			—			37,001
Others			—		1,662			—		(37,243	)		—			39,899			4,318			(1,956	)		2,362

Total transactions with owners of the controlling company			—		(34,300	)		—		(37,243	)		24,425			(850,001	)		(897,119	)		(196,830	)		(1,093,949	)

Balance as of December 31, 2019	W		482,403		1,376,251			199,384		(1,157,980	)		(1,508,303	)		45,080,117			44,471,872			3,322,835			47,794,707


Separate Financial Statements

Separate Statements of Financial Position		3

Separate Statements of Comprehensive Income		5

Separate Statements of Changes in Equity		6

Separate Statements of Cash Flows		7

Separate Statements of Appropriation of Retained Earnings		9


(in millions of Won)	Notes		December 31, 2020		December 31, 2019
Assets
Cash and cash equivalents	4,5,22	W		1,822,660		978,139
Trade accounts and notes receivable, net	6,22,36			3,693,535		3,987,041
Other receivables, net	7,22,36			279,555		321,352
Other short-term financial assets	8,22			9,607,632		7,858,979
Inventories	9,33			4,093,829		4,988,530
Assets held for sale	10			32,244		53,924
Other current assets	15			50,498		28,101

Total current assets				19,579,953		18,216,066

Long-term trade accounts and notes receivable, net	6,22			2,456		6,014
Other receivables, net	7,22			84,037		56,468
Other long-term financial assets	8,22			1,072,817		1,257,896
Investments in subsidiaries, associates and joint ventures	11,32			14,883,152		15,069,857
Investment property, net	12			149,617		158,077
Property, plant and equipment, net	13,32			20,216,932		20,132,199
Intangible assets, net	14			621,926		708,915
Defined benefit assets, net	20			76,501		—
Other non-current assets	15			107,578		105,274

Total non-current assets				37,215,016		37,494,700

Total assets		W		56,794,969		55,710,766