Korea Zinc decided to convene a regular shareholders meeting after finalizing as agenda items the proposals from key shareholders, including Young Poong and MBK Partners, who are in a management control dispute.
Korea Zinc said it held an extraordinary board meeting on the 23rd and will hold a regular shareholders meeting at 10 a.m. on Mar. 24 at the Koreana Hotel in Jung District, Seoul.
Korea Zinc decided to submit to the regular shareholders meeting all of the proposals from Young Poong and MBK Partners, which have been in a management control dispute for more than a year, except the item related to appointing a temporary chair. Korea Zinc explained that appointing a temporary chair conflicts with the company's articles of incorporation and was therefore excluded from the agenda. Under the articles, the CEO serves as chair of the shareholders meeting.
In addition to the item related to appointing a temporary chair, Young Poong and MBK Partners had requested that the following be placed on the agenda: the appointment of five directors, including two other non-executive directors and three outside directors; converting 392.5 billion won in discretionary reserves into retained earnings; amending the articles to introduce an executive officer system and conduct a stock split; and approving revisions to the rules for paying retirement benefits to executives.
Agenda items proposed by Yumi Development to expand separately elected audit committee members and to appoint five directors under a cumulative voting system were also submitted. In accordance with the amended Commercial Act, it was taken into account that by Sept. 10, separately elected audit committee members must number at least two.
Korea Zinc in particular also submitted an item for a cash dividend of 20,000 won per share and for converting 917.7 billion won in discretionary reserves into retained earnings. This is more than double the amount proposed by the Young Poong side (392.5 billion won). Korea Zinc said this is a measure to steadily carry out its shareholder return plan.
Items from the Korea Zinc side also included codifying in the articles protections for minority shareholders; clarifying the requirements and changing the title for independent directors within the board; introducing directors' duty of loyalty; and introducing an electronic shareholders meeting system.
Young Poong and MBK Partners welcomed the decision to finalize as an agenda item the codification of directors' duty of loyalty to all shareholders. They said that if the duty of loyalty is specified in the articles, future matters with significant impact—such as new share issuances, capital transactions, and large-scale investments—will use the interests of all shareholders as the standard for judgment.
At the board meeting that day, reports were delivered on this year's sustainable management plan, the compliance officer's work, and the plan to dispose of treasury shares, and a resolution was made to establish a safety and health plan. Korea Zinc will pursue safety and health policies with goals of strengthening carbon neutrality execution, expanding ESG management to meet global disclosure standards, achieving "zero" serious accidents, and keeping the industrial accident rate at 0.2% or lower.