Kolmar Holdings announced on the 27th that it will accept the shareholder proposal to appoint 10 new directors suggested by founder Chairman Yoon Dong-han and call an extraordinary general meeting of shareholders. Although there are high concerns that this is a shareholder proposal that could undermine the purpose of the board system, the company stated it would accept the proposal according to the principles established by commercial law, to directly seek the judgment of shareholders.
Kolmar Holdings stated that it resolved to convene an extraordinary general meeting of shareholders on October 29 during the board meeting held on the 27th. The agenda for this extraordinary general meeting includes the appointment of 10 directors, consisting of 8 inside directors and 2 outside directors proposed by Chairman Yoon Dong-han. The record date for the shareholders' register for the extraordinary general meeting was confirmed as September 17.
Earlier, on the 29th of last month, Chairman Yoon filed an application with the Daejeon District Court seeking permission to convene an extraordinary general meeting of shareholders for the appointment of directors of Kolmar Holdings. The agenda for the general meeting includes 10 directors, 8 of whom are inside directors closely related to Yoon, including himself, his daughter Yoon Yeo-won, the CEO of Kolmar BNH, and Kim Chi-bong, the former CEO of Kolmar BNH.
In the business community, it was interpreted that Chairman Yoon, who is on his daughter's side, is attempting to regain control of Kolmar Holdings' management through his return to the board. In 2019, Chairman Yoon relinquished his position as the largest shareholder of Kolmar Holdings to Vice Chairman Yoon Sang-hyun and stepped away from management.
Kolmar Holdings evaluated the proposal by saying, "There are significant concerns that allowing a specific shareholder to recommend 10 directors at once could undermine the board of directors and the system itself," but still accepted the proposal. Kolmar Holdings explained, "The board must fulfill its role as an independent and professional body that makes strategic decisions for the company. However, if a specific shareholder recommends a large number of inside directors, it could harm the independence and diversity of the board."
Kolmar Holdings continued, "Despite these concerns, we decided to handle the shareholder proposal in accordance with legal procedures under commercial law and the articles of incorporation. This is to minimize unnecessary legal disputes and to resolve conflicts promptly," adding, "We are determined to derive a clear consensus on the company's management direction through an extraordinary general meeting of shareholders where we will directly hear the opinions of all shareholders."
A Kolmar Holdings official remarked, "It is quite unusual for a specific shareholder to propose the selection of 10 new directors in addition to the existing 9-member board," but emphasized, "However, since the shareholder proposal is an exercise of a guaranteed right of shareholders as stipulated by law, we will hold the extraordinary general meeting of shareholders in accordance with commercial law procedures."
Currently, the equity of Kolmar Holdings, the holding company of Kolmar Group, is held by Vice Chairman Yoon with 31.75%, Chairman Yoon with 5.59%, and Yoon and her husband each holding 10.62%.