Choi Yoon-bum, CEO of Korea Zinc, and the current management team gained the upper hand at the company's extraordinary general meeting. The election of Baek In-kyu, the audit committee candidate recommended by Korea Zinc, in a key vote for one independent director reshaped the board to include 12 members from Choi's side and 7 from the Youngpoong and MBK sides.
On September 9, at the Mondrian Hotel in Yongsan, Seoul, Korea Zinc's extraordinary general meeting appointed four independent directors and one audit committee member. The meeting proceeded in the following order: the first agenda item (amendment of the articles of incorporation), the second agenda item (election of four independent directors through cumulative voting), and the third agenda item (election of one independent director as an audit committee member).
The first agenda item, which included a change to the articles of incorporation to increase the number of separately elected audit committee members, was approved. According to a revision of the Commercial Act, listed companies with total assets exceeding 2 trillion won must elect at least two audit committee members separately from other directors starting from the 10th. The first agenda item was passed with unanimous support from 18,649,708 voting shares present, resulting in a 91.48% approval rate based on total voting rights.
In the second agenda item, four independent directors were elected, with two candidates recommended by Korea Zinc and two by MBK and Youngpoong. The candidates from Korea Zinc, Lee Hyung-kyu, an honorary professor at Hanyang University School of Law, and Seo Eun-sook, a professor at Sangmyung University’s Department of Economics and Finance, were elected, along with Lee Jun-bong, a professor at Sungkyunkwan University School of Law, and attorney Shim Hye-seop from the MBK and Youngpoong side.
The independent directors were elected based on the number of votes received. The number of shares present was 18,649,800, and for the second agenda item, the number of eligible voting rights was four times the number of shares present, totaling 74,599,200 votes.
The results showed that the candidates recommended by MBK and Youngpoong secured the top two positions, while the candidates from Korea Zinc placed third and fourth. Specifically, candidate Shim Hye-seop received 18,830,581 votes, Lee Jun-bong received 18,830,848 votes, Lee Hyung-kyu received 18,378,096 votes, and Seo Eun-sook received 1,805,829 votes.
In the third agenda item, considered the most critical, Baek In-kyu, the candidate recommended by Korea Zinc, was elected as the independent director serving on the audit committee. His election was approved with 81.8% of the voting rights in favor. In contrast, the nomination of Park Yoo-kyung, recommended by MBK and Youngpoong, failed with only 27.93% support.
The so-called '3% rule' was applied to the separate election of the audit committee members, limiting the voting rights of the largest shareholders and related parties to a combined total of 3%. This restriction is believed to have significantly influenced the votes of major shareholders, including Hanwha and LG Chem, as well as minority shareholders.
With Baek's election, Choi's side has secured the audit committee position, further strengthening their dominance on the board. Industry analysts view this as a favorable position for defending management rights.
However, given that Youngpoong and MBK still hold significant shares, it is unlikely that the management dispute will be resolved with this extraordinary general meeting. Ongoing legal battles and the regular shareholders meeting scheduled for next year are expected to continue the conflict over management rights.
* This article has been translated by AI.
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