Korea Zinc held an extraordinary board meeting on the 23rd and confirmed the agenda for the extraordinary shareholders' meeting scheduled for next month on the 23rd.
Previously, the Korea Zinc management noted that the appointment of an external director as the chair of the board, the establishment of regulations to protect minority shareholders, the introduction of dividends, and the stock split were proposed as agenda items for the extraordinary shareholders' meeting.
The introduction of an executive officer system proposed by Youngpoong and MBK Partners, along with the appointment of 14 directors, will also be presented at the extraordinary shareholders' meeting. The Korea Zinc board stated that it is open to reviewing and possibly accepting the proposal from MBK and Youngpoong regarding the introduction of an executive officer system.
On the other hand, the Korea Zinc board decided to present an agenda item for the extraordinary shareholders' meeting to establish a regulation in the articles of incorporation that sets the maximum number of directors at 19. Currently, the articles only require a minimum of three directors be appointed, with no regulation on the upper limit of the number of directors.
The Korea Zinc board is currently composed of 13 members. If 14 directors are added as proposed by MBK and Youngpoong, the total number of board members would increase to 27. Korea Zinc explained that there is a significant concern over creating an excessively large and inefficient board that is unprecedented. The Korea Zinc board stated that it plans to present a proposal to amend the articles of incorporation to set an upper limit on the number of directors after comprehensive review of the appropriate number of directors for listed companies (under 20) recommended by the overseas voting advisory firm Glass Lewis and other standards from ISS.
The Korea Zinc board also added agenda items for the introduction of a cumulative voting system proposed by the shareholders, Yumi Development, and for the appointment of directors based on the introduction of cumulative voting. The Korea Zinc board explained that "the cumulative voting system is a typical legal protection measure for minority shareholders that ensures their voting rights do not become wasted votes."