Current management, led by Korea Zinc Chairman Choi Yoon-bum, gained a significant advantage during the company's extraordinary general meeting. The election of Baek In-kyu, the candidate recommended by Korea Zinc, as an independent director reshaped the board to include 12 members from Choi's side and 7 from MBK and Youngpoong.
On September 9, at the Mondrian Hotel in Yongsan, Seoul, the extraordinary general meeting appointed four independent directors and one audit committee member. The meeting proceeded with the first agenda item (amendment of the articles of incorporation), followed by the second item (election of four independent directors through cumulative voting), and the third item (election of one independent director as an audit committee member).
The first agenda item, which included a proposal to increase the number of separately elected audit committee members, was approved. According to a recent amendment to the Commercial Act, listed companies with total assets exceeding 2 trillion won must elect at least two audit committee members separately from other directors. The first agenda item passed with unanimous support from 18,649,708 voting shares, resulting in a 91.48% approval rate based on total voting rights.
In the second agenda item, two candidates from each side were elected as independent directors. From Korea Zinc, Lee Hyung-kyu, an honorary professor at Hanyang University Law School, and Seo Eun-sook, a professor at Sangmyung University, were appointed. From MBK and Youngpoong, Lee Joon-bong, a professor at Sungkyunkwan University Law School, and lawyer Shim Hye-seop were also elected.
The independent directors were elected based on the number of votes received. A total of 18,649,800 shares were present, and the voting rights available for the second agenda item were four times the number of shares present, totaling 74,599,200 votes.
Results showed that candidates recommended by MBK and Youngpoong secured the top two positions, while Korea Zinc's candidates placed third and fourth. Specifically, Shim Hye-seop received 18,830,581 votes, Lee Joon-bong received 18,830,848 votes, Lee Hyung-kyu received 18,378,096 votes, and Seo Eun-sook received 1,805,829 votes.
In the crucial third agenda item, Baek In-kyu, the candidate recommended by Korea Zinc, was elected as the independent director for the audit committee. His appointment was approved with 81.8% of the voting rights in favor. In contrast, the nomination of Park Yoo-kyung, recommended by MBK and Youngpoong, failed with only 27.93% support.
The election of the audit committee member was subject to the so-called '3% rule,' which limits the voting rights of the largest shareholders and related parties to a maximum of 3%. This restriction diminished the influence of the major shareholders, allowing significant input from key shareholders like Hanwha and LG Chem, as well as minority shareholders.
With Baek's appointment, Choi's side has strengthened its position on the board, enhancing its control over management. Industry analysts view this as a favorable development for defending management rights.
However, given that MBK and Youngpoong still hold substantial shares, it is unlikely that the management dispute will conclude with this extraordinary general meeting. Ongoing legal battles and the regular shareholders meeting next year are expected to prolong the conflict over management rights.
Korea Zinc stated in a press release that the results of the extraordinary general meeting reflect shareholder support for the current management's continuity and efforts to enhance long-term corporate value. The company affirmed its commitment to advancing the 'Project Crucible' for the construction of a U.S. integrated smelter and the Troika Drive strategy while responding to any attempts by MBK and Youngpoong to interfere in management.
MBK and Youngpoong expressed respect for the extraordinary general meeting's outcome but thanked shareholders for supporting their candidates, Shim Hye-seop and Lee Joon-bong, who ranked first and second in the independent director election. They noted that with the election of their candidates, the number of their representatives on the board has increased to seven, enhancing oversight and monitoring functions within the board. They also expressed regret over the failure to appoint Park Yoo-kyung as an audit committee member, asserting that the newly appointed Baek In-kyu has a responsibility to independently verify various allegations related to company investments and internal controls.
* This article has been translated by AI.
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