ISS: "Governance Undermined and Shareholder Interests Harmed"
Also Opposes Appointment of Current Audit Committee Members
The overseas proxy advisory firm ISS has identified governance issues at Korea Zinc and recommended opposing all seven director candidates nominated by Chairman Choi Yoon-beom's side.
On the 19th, Youngpoong and MBK Partners announced that ISS sent a proposal analysis report to institutional investors around 11 p.m. the previous day, advising them to exercise their voting rights accordingly.
ISS stated that checks and balances must be secured on Korea Zinc's board of directors and recommended opposing all seven director candidates nominated by Chairman Choi's side, except for candidate Kwon Jae-yeol who recently resigned. ISS supported the director candidates Kim Kwang-il, Kwon Kwang-seok, Son Ho-sang, and Jung Chang-hwa nominated by Youngpoong and MBK Partners.
In the report, ISS diagnosed that concerns about Korea Zinc's governance have become certain. It explained that Chairman Choi's attempt to restrict Youngpoong and MBK's voting rights through a mutual shareholding limitation method contradicts proper governance practices, and that checks and balances must be restored in board decisions. To this end, shareholder support should be focused on the Youngpoong and MBK Partners candidates Kim Kwang-il, Kwon Kwang-seok, Son Ho-sang, and Jung Chang-hwa. ISS had also recommended supporting these same four candidates in its proposal analysis report for the January extraordinary general meeting of shareholders.
Additionally, ISS recommended supporting the cap on the number of directors. It also opposed the appointment of current audit committee members Kwon Soon-beom and Lee Min-ho. The audit committee holds key responsibilities for ensuring proper internal controls and overseeing management's financial decisions, but ISS cited governance issues at Korea Zinc during their tenure as reasons for opposition.
A representative of Youngpoong and MBK Partners said, "ISS also pointed out problems with the illegal actions by Chairman Choi Yoon-beom's side that restricted Youngpoong's voting rights, confirming that Korea Zinc's governance has been damaged," adding, "Several major institutional investors are expected to support the Youngpoong and MBK Partners director candidates following ISS's recommendation."
The temporary shareholders' meeting of Korea Zinc held at the Grand Hyatt Seoul in Yongsan-gu, Seoul, is in progress on the afternoon of the 23rd. Photo by Jo Yong-jun
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