[비즈한국] Hanmi Pharmaceutical128940 Group is once again showing signs of a management dispute. Prospects are emerging that the Hanmi Science008930 four-party alliance (Song Young-sook, Lim Ju-hyun, Shin Dong-guk, and Killington Ltd.), which was barely patched together during the last conflict, could fracture due to the issue of Hanmi Pharmaceutical CEO Park Jae-hyun's continued tenure.
This conflict surfaced when CEO Park Jae-hyun exposed what he called the unreasonable management interference of Shin Dong-guk, Chairman of Hanyang Precision and the largest shareholder of the holding company Hanmi Science, as well as the Chairman's protection of executives involved in internal sexual harassment cases. Chairman Shin immediately held a press conference to refute these claims. While stating he respects the professional management system, he emphasized his role as a major shareholder and non-executive director to keep professional managers in check for the benefit of all shareholders. When the fact was revealed that CEO Park had visited him without prior notice to ask for reappointment, the situation entered a new phase of a battle of truth.
Some in the industry see this as a fierce power struggle taking place ahead of the regular general shareholders' meeting next month, despite both parties using the justification of an independent professional management system. Critics also point out that both sides' claims are self-contradictory.
CEO Park and other key Hanmi Pharmaceutical executives criticized the Chairman's management interference through internal networks and statements. However, CEO Park himself visited Chairman Shin to request his own reappointment. He bypassed the board of directors, the legitimate decision-making body, and sought help from the parent company's largest shareholder. The sincerity of his criticism toward Chairman Shin is being questioned, as he sought to rely on the power of a major shareholder while advocating for independent management.
Chairman Shin is also finding it difficult to remain free from controversy regarding overstepping his bounds. It is unusual for a non-executive director to have a private office within the company. With a private space available, employees inevitably feel the pressure of Chairman Shin's presence. This space, located on the 17th floor of Hanmi Tower, was originally used as a conference room but is now understood to be used solely by Chairman Shin. While he has been coming to the office once every two to three weeks this year, it is known that he visited once a week until last year to oversee operations.
There is significant concern that the Hanmi Science four-party alliance, which was maintained albeit unstably, could collapse due to the clash between CEO Park and Chairman Shin. CEO Park's reappointment essentially depends on Hanmi Science, the holding company that owns 41.42% of Hanmi Pharmaceutical. If the motion for Park's reappointment is brought before the Hanmi Pharmaceutical board, Hanmi Science will determine its exercise of voting rights through its own board decisions.
The internal power dynamics of the Hanmi Science board do not favor Chairman Shin. As the largest shareholder, Chairman Shin holds a 29.83% stake in Hanmi Science personally, along with 6.95% held by Hanyang Precision. However, among the 10 members of the current Hanmi Science board, only two can be classified as his allies: CEO Vice Chairman Kim Jae-kyo and outside director/audit committee member Choi Hyun-man, an executive advisor at Mirae Asset Securities008930. Five of the board members represent the side of Hanmi Science Chairwoman Song Young-sook and Global Vice Chairwoman Lim Ju-hyun, while the remaining two represent the side of President Lim Jong-hoon, the founder's second son.
In the previous management dispute against the brothers Lim Jong-yoon and Lim Jong-hoon, Chairman Shin supported the mother-daughter duo of Song Young-sook and Lim Ju-hyun, forming the four-party alliance alongside Killington Ltd., an investment vehicle 100% owned by the private equity firm La Defense. The four-party alliance has operated a joint decision-making council to discuss major issues. However, the conflict between CEO Park, who has supported the mother-daughter side since the beginning of the dispute, and Chairman Shin has complicated the voting math within the Hanmi Science board.
If the mother-daughter duo sides with Chairman Shin and votes against CEO Park's reappointment, Chairman Shin's control over Hanmi Pharmaceutical Group is expected to become even more solid. This is because he would not only be the largest shareholder of Hanmi Science but would also have direct influence over the appointment of the CEO of the core subsidiary, Hanmi Pharmaceutical. For the mother and daughter, this could mean losing both their supporting forces and their control over Hanmi Pharmaceutical.
Conversely, if the mother and daughter decide to embrace CEO Park, they may find themselves in an uncomfortable relationship with Chairman Shin. This is because it could be awkward if CEO Park, whom the largest shareholder Chairman Shin publicly targeted even by holding a press conference, succeeds in being reappointed.
One cannot rule out the possibility that a desperate Chairman Shin might go all-out to join hands with President Lim Jong-hoon, whom he had opposed in the previous dispute. If Chairman Shin secures the support of the two directors on President Lim Jong-hoon's side, they could create a tie in board votes, effectively paralyzing Hanmi Science from making any decisions.
If the exercise of voting rights by Hanmi Science is neutralized, the National Pension Service, holding an 11.29% stake in Hanmi Pharmaceutical, and minority shareholders with 37.18% would hold the casting vote on CEO Park's reappointment. However, some counter that Chairman Shin, who holds over 9.1% of Hanmi Pharmaceutical shares including those held by Hanyang Precision, maintains an advantage.
Industry observers believe that the cohesion of the four-party alliance will weaken uncontrollably, especially since the mother-daughter duo and Chairman Shin are already in a tense relationship over internal control—highlighted by the lawsuit they filed last September against him for 60 billion won in penalties—compounded by the current conflict between CEO Park and Chairman Shin. For this reason, industry attention is focused on which way the scales will tip at the regular general shareholders' meeting next month.