Criticism Over Vice Chairman Yoon Sanghyun's Push to Convene Extraordinary Shareholders' Meeting
Chairman Yoon: "Will Correct Arbitrary Management"
The inspector appointment system allows a court to appoint an inspector to investigate a company's business operations and financial status. This procedure is a preliminary step before further legal actions such as the dismissal of directors or shareholder derivative lawsuits. Based on the inspector's investigation report, the court may order the CEO to convene a general meeting of shareholders if deemed necessary.
In his petition, Chairman Yoon pointed out, "There is reason to suspect significant misconduct or violations of laws and the company's articles of incorporation, given Vice Chairman Yoon Sanghyun's unilateral actions after inheriting the largest shareholder stake in Kolmar Holdings and the board of directors' dysfunctional operation." Chairman Yoon currently holds a 5.59% stake in Kolmar Holdings.
Previously, on April 25, Vice Chairman Yoon requested an extraordinary general meeting of shareholders and, on May 2, filed a petition with the court for approval to convene the meeting. This move was aimed at replacing CEO Yoon Yeowon, who succeeded the management rights of Kolmar BNH, a core subsidiary of Kolmar Group, as well as other executives. The issue is fundamental to the management order of Kolmar Group. However, Chairman Yoon's side argued that "the action was pushed through without a prior resolution by the Kolmar Holdings board of directors."
Chairman Yoon's side further stated, "Vice Chairman Yoon Sanghyun unilaterally terminated the management agreement concluded among family members in 2018 and sought to personally secure management rights of Kolmar BNH, thereby pursuing private interests. This intent is clear in light of the relevant evidence and circumstances." They also pointed out, "In the process, Kolmar Holdings, Chairman Yoon Donghan, CEO Yoon Yeowon, and other Kolmar Holdings shareholders are at risk of suffering significant losses, which is clearly a matter of conflict of interest."
Kolmar Holdings held a subsequent board meeting on June 26 and passed a resolution of approval.
A representative from Chairman Yoon's side emphasized, "The appointment of an inspector is a measure that serves as a starting point for correcting the company's arbitrary management and restoring the collapsed group management order and damaged shareholder value. This is achieved through a detailed investigation led by the inspector appointed by the court in cases where Kolmar Holdings directors fail to fulfill their oversight and supervisory responsibilities, such as by neglecting to check the CEO's abuses of power as a controlling shareholder, thereby uncovering any misconduct or serious illegal acts by the CEO or others."
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