This article was displayed on the ChosunBiz MoneyMove (MM) site at 5:25 p.m. on Sept. 8, 2026.
The vote showdown between Chairman Choi Yoon-beom and Young Poong–MBK Partners over appointing a Korea Zinc audit committee member has been shrouded in fog. Most domestic and overseas proxy advisers recommended supporting the candidate endorsed by the Korea Zinc board backed by Choi, seemingly tilting the contest, but the National Pension Service decided to vote for both sides.
With the National Pension Service, which holds equity of a little over 5%, choosing neutrality, observers say the casting vote has shifted to Hanwha Group and LG Chem. The Young Poong–MBK Partners alliance is focusing on securing last-minute votes, sending letters of support requests to Hanwha Group and LG Chem, which have been viewed as friendly equity to Choi.
According to the investment banking (IB) industry on the 8th, the National Pension Service Stewardship Responsibility Expert Committee resolved at a meeting the previous day to support all three items on the Korea Zinc extraordinary shareholders meeting agenda. They are "amending the articles of incorporation to expand separate election of audit committee members," "electing four independent directors by cumulative voting," and "electing one independent director to serve on the audit committee."
In particular, regarding the agenda item to elect one independent director to serve on the Korea Zinc audit committee, the National Pension Service Stewardship Responsibility Expert Committee decided to give votes to both Baek In-gyu (Dankook University professor), recommended by the Korea Zinc board, and Park Yu-kyung (former head of responsible investment for Asia-Pacific at APG Asset Management), recommended by the Young Poong–MBK Partners side.
The single independent director to serve on the audit committee had been viewed as the biggest battleground at the Korea Zinc extraordinary shareholders meeting on the 9th. Because the role can scrutinize accounting, internal controls, related-party transactions, and large-scale investment and financing, it has been regarded as as important as the board chair in the nearly two-year-long management control dispute.
In addition, appointing one independent director is being pursued as part of expanding separate elections for audit committee members, a key element of the revised Commercial Act, and is seen as a watershed in the Korea Zinc control dispute. Because the 3% rule limiting controlling shareholders' voting rights to 3% applies, the votes of other shareholders, including the National Pension Service and foreigners, have emerged as the key variable.
The 3% rule is divided into the "aggregated 3% rule," which recognizes up to 3% when combining the holdings of the largest shareholder and related parties, and the "individual 3% rule," which gives 3% to each of the other shareholders. The sticking point is the boundary of who is aggregated. As Choi serves as an inside director at Korea Zinc, one interpretation is that Choi is grouped with Young Poong and subject to the aggregated 3% rule.
In this case, Choi and Young Poong would split the 3% proportionally by equity, improving the odds for Park, who had been considered the underdog. Earlier, eight of the nine major domestic and overseas proxy advisers, including global proxy firms ISS and Glass Lewis, recommended supporting Baek and advised voting against Park.
Friendly equity is subject to the individual 3% rule. The industry's analysis is that Crucible JV, the biggest ally of Choi with roughly 10% equity, and MBK Partners, which only entered into a joint holding agreement under the Financial Investment Services and Capital Markets Act with Young Poong and thus is not a related party under the Commercial Act, can each exercise up to 3% for all equity held via its special purpose company (SPC).
Hanwha Group has emerged as the casting voter. Hanwha Group separately holds Korea Zinc equity through three affiliates—Hanwha H2 Energy, Hanwha Impact, and Hanwha Corp.—and is subject to the individual 3% rule. It is expected to exercise about 5.9% of the voting rights in total: Hanwha H2 Energy 3%, Hanwha Impact 1.79%, and Hanwha Corp. 1.14%.
Hanwha is not a party to the control dispute, but it has been classified as friendly equity to Choi. In addition, LG Chem, which holds about 1.87% of Korea Zinc equity, is another variable. By contrast, HMG Global, an affiliate of Hyundai Motor Group with equity of a little over 5%, is unlikely to exercise its voting rights due to litigation with Young Poong–MBK Partners.
Young Poong–MBK Partners is receiving support from overseas pension funds. The California Public Employees' Retirement System (CalPERS) in the United States and Norges Bank Investment Management (NBIM) decided to vote for the Young Poong–MBK audit committee candidate. In addition, MBK Partners sent letters requesting support to Hanwha and LG Chem.
Meanwhile, as each side has nominated two candidates, the four independent director seats elected by cumulative voting are likely to be split two each. In that case, the board would have 19 members, including the one independent director who becomes an audit committee member. If Choi's side takes the audit committee seat, the board would be 12–7; if Young Poong–MBK takes it, it would be 11–8.