PKXFF POSCO (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

POSCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Jang, Soo-Young

POSCO Center, 440 Teheran-ro, Gangnam-gu,

Seoul, Republic of Korea 06194

+82-2-3457-0747

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Section 1 – Conflict Minerals Disclosure

Rule 13p-1 under the Securities Exchange Act of 1934, as amended, generally provides that a company must file this specialized disclosure report if it manufactures or contracts to manufacture products for which one or more of the following minerals are necessary to the functionality or production of the company’s products: columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives tantalum, tin and tungsten (collectively, “3TGs”). These are considered “conflict minerals” under Rule 13p-1 regardless of their geographic origin and whether or not they fund armed conflict in the Democratic Republic of the Congo or its neighboring countries (the “Covered Countries”).

All references to “we,” “us” or “our” shall mean POSCO HOLDINGS INC. and, unless the context otherwise require, its consolidated subsidiaries. 

Company and Product Overview

We are a holding company, and we operate through our consolidated subsidiaries including POSCO, one of the largest steel producers in the world. We also engage in businesses that complement our steel manufacturing operations and also carefully seek out promising investment opportunities to diversify our businesses both vertically and horizontally. POSCO International Corporation is a global trading company that primarily engages in trading of steel and raw materials as well as investing in energy and mineral development projects throughout the world and it also is the largest private power generation company in Korea. POSCO Eco & Challenge Co., Ltd. (formerly known as POSCO Engineering & Construction Co., Ltd.) is one of the leading engineering and construction companies in Korea that primarily engages in the planning, design and construction of industrial plants and architectural works and civil engineering. POSCO Future M Co., Ltd. (“POSCO Future M”) specializes in the manufacturing and sale of various energy-related and other industrial materials, including anode and cathode materials for rechargeable batteries.

POSCO is the largest fully integrated steel producer in Korea, and one of the largest steel producers in the world, based on annual crude steel production. We, through POSCO and our other steel producing subsidiaries, produced approximately 39.9 million tons of crude steel and stainless steel in 2023. We manufacture and sell a diversified line of steel products, including cold rolled and hot rolled products, stainless steel products, plates, wire rods and silicon steel sheets in the global market, and we strive to meet a broad range of customer needs from manufacturing industries that consume steel, including automotive, shipbuilding, home appliance, engineering and machinery industries. Information regarding our products is also publicly available on POSCO’s website at http://product.posco.com/homepage/product/eng/jsp/s91m0000001i.jsp.

Iron ore and coal are the principal raw materials used in the steel industry, and 3TGs are generally used as supplementary materials in manufacturing steel products. We determined that certain of our products (collectively, the “Covered Products”) contain some 3TGs that are necessary to the functionality or production of those products. Our tin plates contain tin to prevent oxidation and corrosion and certain of our stainless steel sheets contain tungsten to adjust tensile strength. We also use tungsten and cobalt for the production of cathode materials. We do not directly purchase 3TGs other than approximately 294 tons of tin per year and approximately 94 tons of tungsten per year from smelters certified by the Responsible Minerals Assurance Process, which is a program operated by the Responsible Minerals Initiative (“RMI”), a global non-governmental organization (“NGO”) in the area of responsible minerals sourcing. We also purchase 3,100 tons of cobalt per year from smelters certified by the Responsible Minerals Assurance Process.

Results of Reasonable Country of Origin Inquiry

As specified under Rule 13p-1, we conducted in good faith a reasonable country of origin inquiry (“RCOI”) that we believe was reasonably designed to determine whether any of the necessary 3TGs contained in our products manufactured in 2023 originated in the Covered Countries or were from recycled or scrap sources. In conducting the RCOI, we required our direct suppliers of materials for Covered Products to complete certifications concerning their manufacturing practices and the materials they supply to us. We also conducted a supply-chain survey with those suppliers using the Responsible Minerals Initiative’s Conflict Minerals Reporting Template.

Based on our RCOI, we have no reason to believe that any of the 3TGs contained in the 2023 Covered Products originated in the Covered Countries or did not come from recycled or scrap sources. The information in this Form SD is also publicly available on POSCO’s website at https://www.posco.co.kr/homepage/docs/eng7/jsp/irinfo/irdata/s91b6000043l.jsp and POSCO Future M’s website at https://www.poscofuturem.com/en/esg/strategy.do.

Our Internal Management System and Commitment

Conflict-Free Mineral Sourcing Policy

In order to respond to changing business environments, POSCO Group is taking various initiatives to develop a robust business ecosystem with a sustainable supply chain network. As part of such efforts, we established our conflict-free mineral sourcing policy. We support responsible in-region mineral sourcing from the Covered Countries and endeavor to operate our mineral sourcing process to ensure that we do not procure 3TGs originating from the Covered Countries that directly or indirectly finance or benefit armed groups or conflict in the region. We believe that our efforts will not undermine the local economies of the Covered Countries, and will encourage and promote other businesses to procure minerals more responsibly. Our policy on responsible mineral sourcing is available on POSCO’s website at https://www.posco.co.kr/homepage/docs/eng7/jsp/irinfo/irdata/s91b6000043l.jsp and also on POSCO’s corporate citizenship report at https://www.posco.co.kr/homepage/docs/eng7/jsp/irinfo/irdata/s91b6000030l.jsp. POSCO Future M’s policy on responsible mineral sourcing is available on POSCO Future M’s website at https://www.poscofuturem.com/en/esg/strategy.do and also on POSCO Future M’s corporate citizenship report at https://www.poscofuturem.com/en/esg/report.do.

Internal Management System — Supply Chain Risk Identification and Assessment

We also established internal management systems and identified and assessed risks in our supply chain in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. Information regarding our internal management system and the results of our assessment and analysis is publicly available on POSCO’s website at https://www.posco.co.kr/homepage/docs/eng7/jsp/irinfo/irdata/s91b6000043l.jsp.

Our Commitment and Efforts

To strengthen our conflict-free sourcing process, we plan to continue to source all 3TGs in our supply chain from smelters and refiners that are participating in the Responsible Minerals Assurance Process. In line with our commitment, we joined RMI in April 2020 and plan to be an active participant in the NGO. We also established a consultative body among the affiliates of the POSCO Group to combine efforts in improving responsible mineral sourcing.

For further information on our internal management system and commitments, a summary of our Conflict Minerals Report is provided as Exhibit 1.01 hereto.

Not applicable.

Section 2 – Exhibits

Item 2.01: Exhibits

Not applicable.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Exhibit 1.01

Conflict (Responsible) Minerals Report of POSCO HOLDINGS INC. and its consolidated subsidiaries (the “Company”)

◾ Responsible Minerals Policy

The Company is committed to active participation in responsible sourcing of minerals and fulfillment of its social responsibility to protect human rights and the environment. The Company aims to address social issues such as human rights violations, environmental destruction and funding of conflict groups in Conflict Affected and High Risk Areas (CAHRA).

To ensure the management of responsible minerals, the Company has established the policy and implemented the standard operating procedures in accordance with the due diligence guidance suggested by the Organization for Economic Co-operation and Development (OECD). In addition, the Company has joined the Responsible Minerals Initiative (RMI) to focus on sourcing responsible minerals in an ethical manner and strengthen supply chain management. In relation to these procedures, the Company provides training for employees on responsible minerals and follows a five-step management process when purchasing them.

The Company utilizes the Conflict Minerals Reporting Template (CMRT) and the Extended Minerals Reporting Template (EMRT) provided by the RMI and conducts the supplier chain SAQ developed by the Company to identify and mitigate risks in the supply chain for tin, tungsten, tantalum, gold, cobalt, and mica.

When signing contracts or registering new suppliers, the Company encourages suppliers to conduct due diligence by third-party organizations under the Responsible Minerals Assessment Program (RMAP). As a result of these efforts, the Company’s smelters are 100% certified by the RMI for minerals sourced in CAHRA.

In addition, the Company has strengthened the supplier code of conduct to ensure that the Company’s responsible minerals sourcing policy is incorporated at every level of the supply chain. Suppliers are required to establish a responsible minerals policy and report on their continuous improvement, thereby ensuring that raw materials delivered to the Company from CAHRA do not include minerals from uncertified smelters or Artisanal Small-Scale Mining (ASM).

Suppliers must agree on the Company’s responsible minerals policy. Suppliers also must identify and collect mining/smelters information, including origin, and make efforts to identify ethical risks.

Suppliers are expected to prepare and submit reports on the use of conflict minerals and responsible minerals in a timely manner upon the Company’s request. Suppliers should share and promote the responsible minerals policy to their suppliers so that all of the Company’s supply chains can take the lead in resolving issues.

If the Company does not receive sufficient information, or if inappropriate action is taken on identified risks, the Company will support suppliers through education and/or due diligence to enhance the capabilities of the supply chain. If suppliers intentionally provide false information or fail to make an effort, the Company may discontinue transactions with such suppliers. The Company also evaluates all suppliers, including responsible minerals suppliers, under the Supplier Relationship Management (SRM) system annually.

The Company will continue to actively participate in responsible mineral sourcing, thereby fulfilling its social responsibility to protect human rights and the environment in areas where conflict and ethical risks arise.

◾ Scope

[Responsible Minerals]

On a consolidated basis, the Company purchases tin (294 tons per year), tungsten (94 tons per year) and cobalt (3,100 tons per year). Our tin plates contain tin to prevent oxidation and corrosion and certain of our stainless steel sheets contain tungsten to adjust tensile strength. We also use tungsten and cobalt for the production of cathode materials.

[Conflict Affected and High Risk Area]

The Company has adopted the CAHRA designation methodology, aligning with the guidelines set by the OECD and the European Conflict Minerals Regulation. The CAHRA are determined by assessing the presence of armed conflict, widespread violence or other potential risks to individuals, such as child labor and human rights violations. If suppliers, refineries and mines operating in these regions are found to be providing responsible minerals to the Company, they will be categorized as high-risk suppliers and managed accordingly through the Company’s risk mechanism.

[List of CAHRAs, Last updated in March 2024]

◾ Management Process (Five Steps)

[Organization]

The Company has been operating the ‘Responsible Minerals Council’ since 2020, which is managed by the Raw Materials Department of the Purchasing and Investment Division in collaboration with group companies, including POSCO International and POSCO Future M. Starting from 2023, the council has been consolidated and is now operated as the ‘Group Supply Chain Management Council.’

[Employee Training]

To enhance employee awareness, the Company has trained its employees on ESG through e-learning content.

[Reinforcement of new supplier registration standards]

The Company has strengthened its registration standards and requires new suppliers to adhere the Company’s responsible minerals policy. In cases where the origin of the goods is identified as a high-risk area, the Company mandates third-party inspections or requires to be certified by RMAP prior to the transaction.

[Supply Chain Information]

The Company collects information from suppliers and smelters using its own survey template. The Company also use CMRT and EMRT provided by the RMI association to verify compliance. This comprehensive verification process includes checking origin, logistic flow, risk presence in the supply chain and the supplier’s responsible mineral policy.

[Grievance Process]

The grievance process has been established to ensure that suppliers’ opinions are heard at all times. Stakeholders can communicate their grievances to the Company through e-mail or on-site inspection.

[Risk Assessment]

The Company assesses the potential risks of suppliers based on provided information and the CAHRA criteria. This comprehensive evaluation process includes such factors as CAHRA relevance, SAQ response rate, intentional submission of false information and lack of awareness of responsible minerals. The red flag suppliers are to be managed according to the Company’s risk mechanism.

[Risk Mechanism]

For the identified red flag suppliers, the Company has implemented various risk mechanisms, including revising the supplier code of conduct, providing educational support, conducting due diligence by the buyers and third parties. If high-risk suppliers repeatedly encounter issues and fail to make improvements, the Company recommends and requests that these suppliers undergo due diligence by the third parties. Suppliers operating in CAHRA are restricted from contracting with the Company unless they have RMAP certification. The Company has strengthened its own regulations and reserves the right to suspend contract agreements if identified issues persist despite the company’s support in education and internal/external audit activities.

The Company has been publishing its ‘Responsible Minerals Report’ to transparently disclose the results of all activities undertaken since the establishment of its responsible minerals policy. The Company discloses its ESG-related activities through the Specialized Disclosure Report of the United States Securities and Exchange Commission and its ESG reports.

In line with the Company’s vision, ‘Materials for Tomorrow, Innovate for Excellence,’ the Company has established and operates a trusted supply chain ESG management system. The Company will continue to publish the ‘Responsible Minerals Report’ to transparently disclose information and align with the standards set by the international community.

※ POSCO (Separate Basis)

Annex 1. Employee Training

Annex 2. Smelters of Responsible Minerals

Annex 4. The List of Certified Smelters

※ POSCO Future M (Separate Basis)

Annex 1. Employee Training

Annex 2. Current Status of Responsible Minerals Refiners

Annex 4. The List of Certified Smelters

※ Conformant (assurance): refiners or refineries that completed the RMAP standard or equivalent cross-recognized assessment

※ Active (in progress): refiners and refineries that promised to present RMAP assessment documents and field assessment. In terms of phase, suppliers in the pre-assessment, assessment, or corrective action phases of the assessment are included.