On June 25, Youngpoong and MBK announced that they had received nominations for more than ten candidates for independent audit committee members. These nominees are experts in various fields, including corporate management, accounting and finance, legal compliance, ESG (environmental, social, and governance), industrial technology, and risk management, with participation from Korea Zinc shareholders and organizations related to corporate governance.
Youngpoong and MBK stated that an independent candidate review committee, composed of three external experts, will later finalize the list of candidates for the extraordinary general meeting.
They emphasized that the public recommendation process aims to identify independent audit committee candidates free from influence by specific shareholders or current management. A representative from Youngpoong and MBK said, "We will conduct a fair review led by external experts to restore the independence and oversight function of the audit committee."
In response, Korea Zinc quickly refuted their claims.
Korea Zinc stated, "The candidate recommendations made by MBK and Youngpoong are merely private activities of individual shareholders and do not constitute the official nomination process for the company's audit committee. We are concerned that their press release may mislead others into thinking that the company's official process has concluded."
Korea Zinc added, "The official nomination process for audit committee candidates will proceed normally until the 30th. MBK and Youngpoong can also recommend candidates as one of many shareholders, and the company plans to review their recommendations based on the same criteria as those of other shareholders."
The company also explained its criteria for candidate nominations, stating, "These are minimal requirements to prevent an overflow of candidates and the abuse of nomination rights while ensuring professionalism and accountability. The selection of audit committee candidates should be based on expertise, independence, and verifiability through the company's official process, rather than the number of nominations."
The two sides have also revealed differing views on the fairness and independence of the candidate nomination process. Youngpoong and MBK argue that a more open public recommendation method helps secure independence. In contrast, Korea Zinc contends that indiscriminate nominations in the context of hostile mergers and acquisitions could undermine the purpose of the system, insisting that candidates should be vetted through official procedures in accordance with laws and regulations.
This public recommendation process stems from the vacancies of four outside directors. Previously, four outside directors of Korea Zinc were appointed at an extraordinary general meeting early last year, but a court ruled that there were procedural defects in that meeting, leading to their suspension from duty and subsequent resignations.
* This article has been translated by AI.
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