[비즈한국] The center of gravity at Hyundai Motor Company's general shareholders' meeting is shifting from the approval of financial statements to agendas concerning articles of incorporation, director appointments, and the handling of treasury shares. Hyundai Motor005380 plans to hold its 58th annual general shareholders' meeting on March 26 at its headquarters in Seocho-gu, Seoul, to discuss agendas including partial amendments to the articles of incorporation, appointment of directors, and approval of plans for the holding and disposal of treasury shares.
This proposed amendment to the articles of incorporation includes expanding the scope of a director's fiduciary duty from the existing 'company' to include 'the company and its shareholders.' Other proposed items include deleting the clause excluding the cumulative voting system, expanding the separate election of audit committee members, establishing provisions for electronic shareholders' meetings, and renaming 'outside directors' to 'independent directors.' This is interpreted as a follow-up adjustment following the 2025 revision of the Commercial Act, which introduced a director's fiduciary duty to shareholders, mandated cumulative voting for large listed companies, and pushed for the expanded separate election of audit committee members.
The director appointment agenda includes the appointment of Choi Young-il, Executive Vice President of Hyundai Motor, as an executive director. In a personnel reshuffle late last year, EVP Choi was appointed as the Head of Domestic Production and Chief Safety Officer (CSO), and in January of this year, he stated, "We must realize a safe workplace without serious disasters in 2026." The proposal to appoint an executive responsible for safety and health as a registered director has been brought to the shareholders' meeting.
Treasury stock issues are also a major point of contention. On March 5, Hyundai Motor announced through a filing that it had added an agenda item regarding the approval of plans for the holding and disposal of treasury shares as the 6th agenda item. The company stated it plans to dispose of up to 1,100,884 common shares for employee compensation purposes before next year's annual general meeting, and disclosed that as of March 4, it held 2,006,508 treasury shares. If the disposal proceeds as planned, the treasury stock holding ratio based on common shares is expected to decrease from 1.0% to the 0.4% level.
It is reported that the National Pension Service (NPS) has decided to oppose this agenda item. According to the financial investment industry, the NPS intends to cast a dissenting vote, viewing Hyundai Motor's treasury stock disposal plan as inconsistent with the enhancement of shareholder value, which was the purpose disclosed at the time of the treasury stock acquisition. The NPS is known to hold a 7.31% stake in Hyundai Motor.
Hyundai Motor previously decided to acquire treasury shares worth approximately 366.8 billion won, totaling 744,870 common shares, at a board meeting on January 29. This shareholders' meeting effectively marks the beginning of the formal approval process by shareholders regarding the purpose and method of holding and disposing of treasury shares following the revised Commercial Act. With the articles of incorporation amendments, the appointment of a safety-responsible executive as a registered director, and the treasury stock handling agenda all on the table, this year's Hyundai Motor shareholders' meeting is focusing more on governance and responsible management systems than on performance reviews.