PREAMBLE

The goal of HYUNDAI STEEL CO., LTD. (hereinafter referred to as ‘the Company’) is to advance into the best global company through creating new customer value on the basis of highest quality competitiveness and customer service. With the belief that structuring of sound corporate governance could be the stepping stone to secure the trust of all interested parties and carry out the diligent management activities as a respectful global enterprise, this Charger for Corporate Governance has been established.

Following the Charter for Corporate Governance, the Company enhances the transparent and responsible management of top management under the supervision of a specialized and independent Board of Directors by promoting the balanced rights and interests of interested parties including shareholders, customers, employees and suppliers to become a company to open up a sustainable future.

Shareholders

1. Shareholders

1.1 Rights of Shareholders

1. A shareholder of the Company shall be vested with the following basic rights that are guaranteed under the pertinent laws and regulations, such as the Commercial Act.
   1. Right to participate in profit distribution
   2. Right to attend the general shareholders’ meetings and right to vote
   3. Right to be provided with regular and timely information
   4. Other rights guaranteed by the Commercial Act, pertinent laws and regulations and Articles of Incorporation
2. Any matter that is brought in any material change to the existence of the Company and right of shareholders including the following matters shall be determined under the principle to guarantee the maximum rights of shareholders granted by the general shareholders’ meeting.
   1. Modification of the Articles of Incorporation
   2. Merger, business transfer, and corporate division
   3. Dissolution
   4. Decrease of capital
   5. Comprehensive exchange, transfer, and others of shares
3. The right of shareholders shall be exercised in accordance with the free will of shareholders. In order to make it easier to exercise the shareholder rights, the Company provides sufficient information on the date, time, venue and agenda of the general shareholders’ meeting before its time and date, and the time and venue for the general shareholders’ meeting shall be determined to facilitate the maximum participation of shareholders.
4. A shareholder may propose agenda items for the meeting of shareholders in accordance with the pertinent laws and regulations, such as Commercial Act, and may inquire about the agenda and request explanation in the general shareholders’ meeting.

1.2 Fair Treatment of Shareholders

1. A shareholder shall have a voting right for each share and the intrinsic rights of shareholders shall not be interfered with. However, any restriction on voting right regarding a specific shareholder may be made on a limited basis under the matters set forth by law.
2. The Company shall sufficiently and fairly provide the information required for shareholders in time, and in the event that the information without obligation to disclose is disclosed, it shall be provided fairly to all shareholders.
3. The Company shall protect shareholders from unfair insider transactions and self-serving transactions of other shareholders, such as controlling shareholders, etc.

1.3 Responsibilities of Shareholders

1. A shareholder shall recognize that the exercise of their voting right may influence corporate management and enthusiastically exercise the voting right for corporate advancement.
2. The majority shareholder that exercises influence on corporate management shall act for the interests of the Company and all shareholders and endeavor not to incur any loss to the Company and other shareholders with any adverse behavior.

Board of Directors

2. Board of Directors

2.1 Functions of Board of Directors

1. The Board of Directors is an organization that retains the comprehensive responsibilities and authorities of management within the scope of pertinent laws and regulations and it determines main decisions on the following matters for the interests of the Company and shareholders along with matters set forth under laws and regulations or Articles of Incorporation, matters delegated by the general shareholders’ meeting, important matters on the basic policy of operating the Company and work execution.
   1. Important matters related to the management strategy and work process of the Company
   2. Supervision of duty execution of directors and top management
   3. Matters determined by laws and regulations, Articles of Incorporation and Board of Directors Operation Regulations
2. The Board of Directors may delegate the authority to the Representative Director or committee with the exception of important matters set forth under the Articles of Incorporation or Board of Directors Regulation.

2.2 Organization and Operation of Board of Directors

1. The Board of Directors must be of a scale possible to make effective and careful discussion and decision making, and it shall be organized with 6 or more but 15 or less directors to facilitate the committees established in the Board of Directors. However, the Board of Directors is organized with the majority of the entire directors to carry out the independent functions from the top management and controlling shareholders.
2. The Board of Directors shall appoint a chairman with a term of one year by the first board meeting convened after the annual general shareholders’ meeting for each year. The chairman of the board presides over the board meetings to ensure the Board of Directors carries out its role flawlessly.
3. The Board of Directors shall be divided into the general board meeting and temporary board meeting. The general board meeting is convened once a term while the temporary board meeting is held from time to time on an as-needed basis. In addition, for the flawless operation of the Board of Directors, the Board of Directors Regulation defines the authorities and responsibility of the Board of Directors, operation procedure, and others in detail are established and operated.
4. The Board of Directors shall prepare the minutes for each meeting to keep the contents of the meeting, and if necessary, remote communication is facilitated to have constituents of the Board of Directors participate in the board meetings as much as possible.
5. The minimal attendance rate of the constituents to the Board of Directors shall be 75%, and if the minimum attendance rate is insufficient without justifiable cause, it may be reflected in the evaluation of the registered directors.

2.3 Qualification and Independence of Directors

1. A director shall retain the ethical awareness, professional mentality, and honesty conforming to the criteria for qualification set forth under the pertinent laws and regulations and have the ability to represent the rights and interests of all shareholders and interested parties in balance.
2. A director shall be able to allocate sufficient time to carry out the duties and they shall have the a strategic way of thinking, practical knowledge, matured discretion, and thorough sense of responsibility.
3. The Company shall have directors with diverse backgrounds to comprise the Board of Directors and the directors shall be competent persons for practical contribution to the company’s management.
4. An Independent Director is a person with professional knowledge or practical experience in relevant fields of finance, economy, management, law, accounting, and others, without material conflict of interest with the Company, and they must be able to make independent decisions from the top management and majority shareholders.

2.4 Appointment of Directors and Nominating Candidates

1. The directors of the Company are appointed at the general shareholders’ meeting with the nomination of the Board of Directors or Independent Director Candidate Nomination Committee and the Company shall provide sufficient time and information on the candidates for the director for the shareholders to make decision thereof.
2. In particular, an Independent Director shall be appointed at the general shareholders’ meeting by the nomination of the Independent Director Candidate Nomination Committee that is comprised of the majority of the independent directors.
3. The Company shall appoint directors with equal qualifications without discriminating against them because of their gender, age, nationality, experience, or background to contribute to enhancing the rights and interests of shareholders and improving the corporate value. In addition, it shall consider various interested parties, including shareholders and others to commit to the promotion of diversity of the Board of Directors.

2.5 Role of Independent Directors

1. An Independent Director shall participate in major decision making through the activities in the Board of Directors and supervise and support the top management as a constituent of the Board of Directors.
2. The Company shall sufficiently provide the information required for carrying out the duties of the Independent Director and the Independent Director may request the Company to promptly provide the information required for work performance. In addition, if necessary, it may obtain support from officers, employees, outside professionals, and others under the appropriate procedure and the Company supports the expenses required for the foregoing activities.
3. The Company shall report or provide the management information regularly to the Independent Directors with the business situation and others of the Company in a way of finding out the management status of the Company in time and prepare the continuous education or training program for Independent Directors.
4. An Independent Director shall invest sufficient time to carry out their duties, and when the Board of Directors is held, they shall attend after reviewing the pertinent data in advance.

2.6 Responsibilities of Directors

1. A director shall duly perform their duties by fulfilling the obligation of fiduciary duty. The director shall invest sufficient time and effort on the basis of sufficient information for reasonable decision making.
2. A director shall not exercise its their vested right for personal or third party’s gain and it they shall strive for the result beneficial to the Company and shareholders at all times. In addition, the secrets of the Company learned in relation to the duty performance shall not be disclosed to the outside or abused for the benefit of the applicable party or any third party.
3. When a director violates laws and regulations or breaches the Articles of Incorporation, or neglects their duty, they shall be liable for damage compensation to the company, and in particular, in the event that there is malicious or gross negligence of the director, they shall be liable for damage compensation for to the third party. However, if they collect reasonably reliable data and information in the process of making the management decision for the director and the duties are carried out by ways of considering to be in the best interest of the company under the diligent and reasonable discretion after the sufficient and careful review, such management discretion of the director shall be respected.
4. The Company shall subscribe to the liability insurance for directors at the expense of the Company in order to recruit competent persons as directors and mitigate the responsibilities of the directors.

2.7 Committees in Board of Directors

1. The Board of Directors may establish and operate the committees in the Board of Directors to enhance the efficiency of operation and professionalism of work performance.
2. The Board of Directors shall have Audit Committee, Transparent Management Committee, Independent Directors Candidate Nomination Committee, and Remuneration Committee in the Board of Directors to operate, and if necessary, it may establish a special committee. With respect to organization, operation, and other matters of the committees, it shall follow the separately determined Committee Regulation and establishment, and repeal of the regulation shall be made by the resolution of the Board of Directors.
3. The organization, operation, and rights of all committees shall be defined in writing. The resolution of the committee regarding the matters delegated from the Board of Directors shall have the same effectiveness with the resolution of the Board of Directors.

2.8 Transparent Management Committee

1. The Transparent Management Committee is purported to review the promotion of transparency and ethics management in internal transactions, protection of rights and interests of shareholders, and others, and it shall deliberate and resolve the following matters.
   1. Fairness and legitimacy of transactions between affiliated persons set forth the matter of approval by the Board of Directors under the Act on Monopoly Regulation and Fair Trade and Commercial Act
   2. Checking the performance of Fair Trade Compliance Program
   3. Important policies related to ethics management, social contribution and ESG decision making
   4. Establishment and revision of the ethical norms, namely Code of Ethics and evaluation of its performance status
   5. Matters protecting the rights of shareholders
2. The committee shall review the guarantees related to the protection of rights and interests of shareholders, M&A, acquisition and disposition of main assets (equities), matters considered by the committee to be important, such as contents of the self-serving transaction and others and appoint an independent director of the committee as the member in charge of protecting the rights and interest of shareholders for strengthening the communication of shareholders.
3. The role of the member in charge of protecting the rights and interests is shown as follows.
   1. Communication between the Board of Directors and shareholders through attending major IR event and interviews with shareholders
   2. Delivering the opinions and proposals related to the rights and interests of shareholders to the committee and Board of Directors
   3. Continuous discovery and proposal of policies to improve the protection of rights and interests of shareholders
4. To enhance the independence and transparency, the Transparent Management Committee shall consist only of Independent Directors and the Company shall provide all information and expenses required for committee activities as much as possible, and it shall operate the continuous education or training program to enhance specialization.
5. The Transparent Management Committee shall be convened each quarter in principle, and if necessary, it may be convened whenever necessary and the minutes shall be prepared for each meeting. In addition, the contents of annual activities are disclosed through various channels such as corporate governance reports and others to facilitate access to all shareholders.

2.9 Evaluation and Compensation

1. The management activities of the Board of Directors must be fairly evaluated and the result must be reflected appropriately in their remuneration. Furthermore, the remuneration for directors or expenses required for work undertaking shall be paid within the scope of the payment limit set forth by the resolution of the general shareholders’ meeting.
2. The remuneration of a director shall maintain the reasonable proportional relations with the duties undertaken and determined for the appropriate level in light of the financial condition of the Company and it shall be devised to align the long-term interests of the Company and shareholders.
3. The Board of Directors shall delegate the matters limiting the remuneration of registered directors, remuneration systems for independent directors, and others to the Remuneration Committee.

Audit Organization

3. Audit Organization

3.1 Audit Committee

1. The Audit Committee shall be appointed by the resolution of the general shareholders’ meeting with 3 or more directors and 2/3 or more of the members shall be comprised of Independent Directors. In addition, it includes one or more accounting or finance professionals.
2. The Audit Committee shall carry out the following functions.
   1. Audit the legitimacy of the work activities of the top management
   2. Review of accuracy for financial reports, and soundness and feasibility on corporate financial activities
   3. Appointment and dismissal of Independent Auditor
   4. Other matters set forth by laws and regulations, Articles of Incorporation and Audit Committee Operation Regulation
3. The Audit Committee shall hold a meeting once each term, and if necessary, it shall enable top management, the officer in charge of finance, Independent Auditor, and others to attend.
4. The Audit Committee shall prepare the minutes for each meeting and liberally accessible to the information required for the audit work, and if necessary, it may be advised by independent professionals. Furthermore, it shall be independent of top management and controlling shareholders and members of the Audit Committee may receive only the remuneration as a director without any other compensation to receive.

3.2 Independent Auditor

1. The Independent Auditor shall maintain legal and practical independence from the Company subject for audit, top management, controlling shareholders, and others.
2. The Independent Auditor shall attend the general shareholders’ meeting to explain any inquiry of shareholders regarding the audit report.
3. The Independent Auditor shall be liable to compensate for the loss to the companies subject for audit and other information users caused by a negligent accounting audit and it shall confirm if there is any information contrary to the audit result within the regularly disclosed information together with the audited financial statements. Furthermore, efforts must be made to check for any unfair business activities or illegitimate acts of the company subject for auditing.
4. The Independent Auditor shall consider the viability of companies subject for audit following the requirements under the pertinent laws and regulations such as the Act on External Auditors of Stock Companies and others and important matters confirmed from the independent audit activities shall be reported to the Audit Committee.

Interested Parties

4. Interested Parties

1. The Company shall not interfere with the rights of all interested parties including customers, employees, suppliers, local communities and others and shall not neglect the social responsibility such as consumer protection, environment protection and so forth.
2. The Company shall respect the rights of workers and enhance the quality of life for workers and promote to establish the fair market order through complying with the laws related to fair trade in a way of seeking for balanced development of the national economy.
3. The Company shall comply with the creditor protection procedure with respect to merger, audit, division, and others that may gravely affect the status of creditors.
4. In the event that an interested party is concurrently serving the position of a shareholder, the Company shall guarantee the respective right of the interested party and shareholder, and it shall provide the interested party with the information required for the rights of the interested party within the scope permitted by laws and regulations and the interested party shall have easy access to the pertinent information.

Disclosure

5. Disclosure

1. The Company shall disclose the matters that may materially influence or potentially influence the decision making of shareholders and interested parties in addition to the disclosure required under laws and regulations.
2. The Company shall regularly prepare quarterly and semi-annual business reports for disclosures, and when important matters other than the regular disclosure are determined, the contents shall be accurately disclosed in details on time
3. The Company shall prepare the contents of disclosure that are easy to understand, and easy to use for interested parties, and the responsible person of disclosure shall be designated to make an effort to promptly deliver the important information of the Company to the responsible person of the disclosure.
4. A company shall disclose in detail the status of stock ownership by practical controlling shareholders and their affiliated persons.
5. With respect to the scope of disclosure and period of important corporate information, the Company shall not prefer any specific person or discriminate against and it shall be disclosed for simultaneous access for all interested parties.