The National Pension Service's (NPS) Stewardship Committee decision on Korea Zinc's shareholder meeting agenda, while formally including "abstentions," in substance reflects that it did not extend explicit support to Chairman Yun-birm Choi. This can be interpreted as a withholding of confidence in the current management and, effectively, a reservation—or de facto negative assessment—regarding his suitability to continue in office.
Notably, the NPS did not cast affirmative votes for a single company-nominated candidate, including Chairman Yun-birm Choi, while allocating its votes in support of three candidates nominated by the Young Poong–MBK Partners consortium. This is not a neutral or passive stance; rather, it signals a clear decision not to endorse the existing management structure.
Furthermore, the NPS explicitly voted against two audit committee candidates recommended by the company, citing "damage to corporate value and infringement of shareholder rights." This goes beyond an evaluation of individual nominees and constitutes a direct indication that Korea Zinc's board and audit committee have failed to adequately perform their fundamental oversight and monitoring functions, pointing to broader concerns about the company's overall governance framework.
These conclusions are fully aligned with the recommendations of leading proxy advisory firms, both globally and domestically. ISS characterized the core issue at Korea Zinc as one of governance, not performance, highlighting concerns such as the proposed capital increase following share buybacks, restrictions on Young Poong's voting rights through questionable cross-shareholding structures, and the circumvention of proper board deliberation in major investment decisions. Similarly, the Korea ESG Standards Institute (KCGS) recommended voting against not only the reappointment of Chairman Yun-birm Choi but also the reappointment of audit committee members, citing "damage to corporate value and infringement of shareholder rights," and pointing to a fundamental failure of oversight.
Taken together, the fact that the NPS, along with major proxy advisory firms both in Korea and internationally, has declined to extend clear support to Chairman Yun-birm Choi's leadership underscores that this matter has moved beyond a simple control dispute. It now represents a critical assessment of structural deficiencies in corporate governance and failures in oversight.
Ultimately, the NPS's decision signals that a fundamental reassessment is required as to whether the decision-making structure under Chairman Yun-birm Choi, as well as the functioning of the board and audit mechanisms, are aligned with the long-term interests of the company and the protection of shareholder value.
MBK Partners and Young Poong believe that this upcoming Korea Zinc annual general meeting should serve as a critical turning point for restoring the company's competitiveness and rebuilding market trust. We remain committed to engaging constructively, with a focus on enhancing corporate value and protecting the collective interests of all shareholders.