[비즈한국] As the regular shareholders' meeting of Korea Zinc010130 approaches, all eyes are on the National Pension Service (NPS) after ISS, the world's largest proxy advisory firm, recommended voting against the reappointment of Chairman Choi Yun-beom as an internal director. The NPS is a key shareholder holding approximately 5% of Korea Zinc's stake and is considered the variable that will determine the outcome of the power struggle between Chairman Choi's side and the Young Poong000670 and MBK Partners alliance. This shareholders' meeting is also being watched as a litmus test for how the government's capital market reform stance and the stewardship code (principles for institutional investors' fiduciary duty) will function in reality.
According to industry sources, ISS recommended opposing Chairman Choi's reappointment in its 'Proxy Analysis and Benchmark Policy Voting Recommendation Report' regarding Korea Zinc's upcoming meeting on the 9th. Regarding the number of directors to be appointed via cumulative voting—a key agenda item—ISS supported Korea Zinc's '5-person election proposal' but specifically backed the appointment of one candidate recommended by Korea Zinc (Board Chair Hwang Deok-nam), one by Crucible JV of the U.S. (Walter Field MacLellan), and three by the Young Poong-MBK Partners alliance (Park Byung-wook, Choi Byung-il, and Lee Sun-sook).
ISS's decision is garnering attention because it expresses concerns about the overall corporate governance of Korea Zinc. The report reportedly highlighted issues such as: the high-price purchase of treasury shares followed by attempts at low-price paid-in capital increases; the restriction of voting rights using cross-shareholding structures; and the payment of executive-level severance pay to an unregistered honorary chairman. It criticized that, regardless of recent earnings improvements or stock price increases, Korea Zinc's decision-making has been abused for purposes such as defending management control and has not adhered to the principles of sound corporate governance.
The focus naturally shifts to the National Pension Service. As of last October, the NPS held about a 5% stake in Korea Zinc. As a major shareholder, it is in a position to exert significant influence on the outcome of the voting contest. Given that the difference in shareholding between Chairman Choi's side and the Young Poong-MBK alliance is around 1 percentage point, there is speculation that the NPS's decision could effectively serve as the casting vote. If the NPS follows the ISS recommendation and votes against Chairman Choi's reappointment, there is a possibility that minority shareholders, who account for roughly 10%, may join in.
This shareholders' meeting is also drawing attention as it aligns with the government's capital market reform agenda. President Yoon Suk-yeol remarked last December that the National Pension Service should faithfully exercise its voting rights on shares it holds. Recently, he has repeatedly expressed his will to respond firmly to unfair market practices, emphasizing the need to establish order in the capital market. With the subsequent movement toward amending the Commercial Act to strengthen the protection of shareholder interests, it is being suggested that the exercise of voting rights by institutional investors is now subject to stricter standards than ever before.
The core of this Korea Zinc shareholders' meeting lies in how the issues of corporate governance will be evaluated. The criterion for judgment will inevitably be what choice helps the company's long-term sustainability, shareholder value, and the restoration of market trust, rather than the interests of any specific individual or faction. Korea Zinc will hold its 52nd regular shareholders' meeting on the 24th to vote on the 'Agenda for Election of Directors by Cumulative Voting,' which embodies these considerations.