The National Pension Service supported the appointment of the CEO and inside directors among the agenda items at the KT and LG Chem shareholders' meetings, while voting against the plan to dispose of treasury shares and against the shareholder proposal.
The National Pension Fund stewardship responsibility expert committee held its sixth meeting on the 26th and reviewed how the National Pension Service would exercise its voting rights on agenda items for the regular shareholders' meetings of KT, LG Chem and Hyundai Rotem.
First, the stewardship committee decided to support the appointments of CEO Park Yoon-young, inside director Park Hyun-jin and outside director Yoon Jong-soo among the agenda items for KT's shareholders' meeting to be held on the 31st of this month.
However, it opposed the agenda item to approve the plan to hold and dispose of treasury shares, saying it was inconsistent with the previously disclosed purpose of "enhancing shareholder value."
For the LG Chem shareholders' meeting to be held the same day, the stewardship committee decided to support the appointment of CEO Kim Dong-chun as an inside director while voting against the shareholder proposal from the U.K.-based hedge fund Palliser Capital.
Recently, Palliser Capital submitted a shareholder proposal calling for the introduction of advisory shareholder proposals, the appointment of a lead independent director, and the repurchase and cancellation of treasury shares. Palliser Capital holds 0.67% equity in LG Chem.
Regarding the "agenda item to amend the articles of incorporation to introduce advisory shareholder proposals," the committee explained, "We determined that the amendment, which would allow proposals to make the company's governance structure, capital allocation policy and executive compensation policy matters for the shareholders' meeting, could limit the board's authority."
It also decided to oppose the agenda item to amend the articles to appoint a lead independent director, judging that "given that the board chair is currently an outside director and the role is separate from the CEO, there is little need to have a separate lead independent director."
The committee also opposed the overhaul of the executive compensation system linked to the introduction of advisory shareholder proposals. The item would introduce equity-linked compensation and reflect the NAV (net worth asset value) discount rate and return on equity (ROE) in the key performance indicators (KPI).
The committee explained, "The company has already disclosed a plan to monetize its equity in LG Energy Solution, and if equity monetization proceeds according to the shareholder proposal, it could negatively affect shareholder value."
For the Hyundai Rotem shareholders' meeting on the 27th, the committee decided to support all items, including the appointment of President Lee Yong-bae as an inside director, the appointments of inside directors Cho Hyung-jun and Jeong Jae-ho, and the appointment of outside director Kwak Se-bung as a member of the audit committee.