This article was displayed on the ChosunBiz MoneyMove (MM) website at 4:51 p.m. on Mar. 23, 2026.
The National Pension Service, which manages 1,400 trillion won, has emerged as the biggest variable in Korea Zinc's management control dispute. On the 24th, ahead of the regular shareholders meeting, it expressed opposition to the agenda to reappoint Chairman Choi Yoon-beom as an inside director. It is an unsettling development for Choi and the existing management.
The National Pension Service has generally been friendly to incumbent management and the current board during corporate control disputes. However, it has put the brakes on management and the board when there were concerns about Oner risk or damage to shareholder value. The National Pension Service's position is that Korea Zinc's management ran into trouble due to a track record of "damaging corporate value" and "infringing on shareholder rights."
◇National Pension Service turns away amid controversy over "damage to shareholder value"
According to the investment banking (IB) industry on the 23rd, the National Pension Service's Stewardship Responsibility Expert Committee decided to refrain from exercising its voting rights on the agenda to reappoint Chairman Choi Yoon-beom as an inside director and on the company's outside director nominee slate at Korea Zinc's regular shareholders meeting scheduled for the 24th, and to vote against agenda item No. 5 to appoint Lee Min-ho as an audit committee member. It also decided not to exercise its voting rights for the Young Poong–MBK nominee for other nonexecutive director, Park Byung-wook.
Instead, the National Pension Service will split its 5.3% voting equity equally between the U.S.-side Crucible JV's recommended nominee (Walter Field McLellan) and the remaining nominees from the Young Poong–MBK side (Choi Yeon-seok, Choi Byung-il, and Lee Sun-sook). In other words, McLellan would receive 2.65%, and the three nominees Choi Yeon-seok, Choi Byung-il, and Lee Sun-sook would share the remaining 2.65%.
By withholding votes from Choi's side and dispersing them to rival camp nominees, the National Pension Service is seen as aiming to push down Choi's vote ranking.
The National Pension Service did not disclose item-by-item grounds for its decision. However, the industry cites as background Korea Zinc's plan for a 2.5 trillion won rights offering, suspicions of overvaluing corporate value during the acquisition of Ignio Holdings, and controversy over losses from the One Asia Partners investment.
In fact, some proxy advisors have also cited damage to corporate value and infringement of shareholder rights as reasons to oppose Choi's reappointment, taking issue with the rights offering, the Ignio acquisition, and the One Asia Partners investment.
◇ A strong shield from SK and Hyundai Motor... prioritizing "long-term enhancement of shareholder value"
It is uncommon for the National Pension Service not to side with incumbent management and the board like this. An analysis by ChosunBiz of major control disputes since 2000 shows the National Pension Service more often exercised its voting rights in a direction favorable to existing management.
A representative case is the 2004 dispute between SK Group and Sovereign. Holding 3.6% of the voting equity at the time, the National Pension Service supported SK and helped bring the dispute to an end. In the 2006 showdown between KT&G and Carl Icahn–Steel Partners, the National Pension Service backed two candidates recommended by the company's outside director nominee recommendation committee.
Later, in the 2019 proxy fight between Hyundai Motor–Hyundai Mobis and Elliott, the National Pension Service supported the company's proposals and opposed Elliott's demands on dividends, outside directors, and articles of incorporation changes. At the Hanjin KAL shareholders meeting in 2020, and at the Hanjin Co. shareholders meeting in 2021, it supported the company's proposals on key items. In the case of Kumho Petrochemical, in 2021, 2022, and 2024, it sided with the company on key items such as dividends, articles changes, and audit committee appointments.
At the 2024 Hanmi Science regular shareholders meeting, the National Pension Service said "the board's proposal better aligns with the long-term enhancement of shareholder value" and supported the company's nominees. In December of the same year at Hanmi Pharmaceutical's extraordinary shareholders meeting, it opposed both the dismissal of existing directors and the follow-up appointment proposals.
◇ A strict yardstick for Korean Air Lines and the owners of Hankook Tire
Of course, there have been cases where the National Pension Service put the brakes on incumbent management or controlling families. A representative example is Korean Air Lines. In 2019, the National Pension Service opposed Chairman Cho Yang-ho's bid to extend his term as an inside director, and the extension was indeed voted down. In 2021, it opposed the appointments of Chairman Cho Won-tae and certain directors and audit committee members, citing failure to conduct due diligence and concerns about unfavorable terms in the process of contracting to acquire Asiana Airlines.
In 2024, the National Pension Service also opposed Chairman Cho Won-tae's appointment as an inside director, and this year at the Hanjin KAL regular shareholders meeting it pushed back against his reappointment. Despite the gap in equity with the No. 2 shareholder Hoban Group being only 1.78 percentage points, it declined to back the largest shareholder and incumbent management.
Hankook Tire Group is a similar case. At the 2021 Hankook & Company shareholders meeting, the National Pension Service supported the shareholder-proposed nominees on the key issue of separately electing audit committee members instead of the company's side. At the Hankook Tire & Technology shareholders meeting the same year, it opposed Chairman Cho Hyun-bum's appointment as an inside director and supported the shareholder-proposed nominee in the outside director appointment that would serve as an audit committee member. At the 2022 Hankook & Company shareholders meeting, the National Pension Service also opposed Chairman Cho's reappointment.
The National Pension Service's criteria tend to be consistent. When it sided with incumbent management, it emphasized "long-term enhancement of shareholder value," while when it checked controlling families or current boards, it mainly cited "damage to corporate value," "infringement of shareholder rights," and "neglect of oversight duties."
The industry expects the National Pension Service's yardstick for exercising voting rights to get stricter going forward. After adopting the stewardship code in July 2018, starting with this year's regular shareholders meetings it greatly expanded the scope of advance disclosure of voting directions from "corporations holding 10% or more equity" to "corporations holding 5% or more equity."
An IB industry official said, "The National Pension Service's move to keep Korea Zinc's management in check on grounds of infringing shareholder rights will serve as an important guideline for listed companies going forward," adding, "If companies cannot justify their management control defenses with the market logic of 'enhancing shareholder value,' pension funds may turn their backs as they did this time."