The Kolmar BNH management control dispute, which became the starting point of the Kolmar Group owner family conflict, was wrapped up at an extraordinary shareholders meeting on the 26th. All the agenda items proposed by Kolmar Holdings Vice Chairman Yoon Sang-hyun passed, and Yoon joined the boards of both the holding company and key subsidiaries.
However, the spark of the management control conflict still remains. Kolmar Holdings Chairman Yoon Dong-han is pursuing a lawsuit demanding the return of shares previously gifted to the vice chairman. Yoon is also attempting to seize control of the board through an extraordinary shareholders meeting at Kolmar Holdings next month.
Kolmar BNH held its 12th extraordinary shareholders meeting at Sejong Technopark on the 26th and approved the agenda to appoint the vice chairman as an inside director. Lee Seung-hwa, former CJ CheilJedang executive vice president and a close associate of the vice chairman, was also appointed as an inside director.
The newly passed agenda to appoint inside directors was proposed by the vice chairman on the grounds that Kolmar BNH's weak earnings were negatively affecting the share price of parent Kolmar Holdings, necessitating a change in management. In response, the chairman and the CEO filed for an injunction to block the extraordinary shareholders meeting, but the court dismissed both requests.
This extraordinary shareholders meeting, held after months of back-and-forth, was seen as a watershed that would determine the direction of Kolmar Group's governance structure. As a result, the Kolmar BNH board was reorganized into five members aligned with the vice chairman and three aligned with the CEO. Standing at the apex of the governance linking Kolmar Holdings–Kolmar Korea–Kolmar BNH, the vice chairman secured full management control.
The vice chairman is expected to push a value-up strategy to strengthen links between the holding company and subsidiaries to enhance corporate and shareholder value. In particular, he is likely to prioritize improving Kolmar BNH's performance, which he has long pointed out, and to drive business restructuring. Expanding shareholder returns, strengthening the dividends policy, and diversifying into new businesses are also expected to gain speed.
However, it is hard to say the management control dispute has been fully resolved by this extraordinary meeting. The lawsuit filed by the chairman demanding the vice chairman return the shares is still underway, and the chairman's attempt to seize the board at the extraordinary shareholders meeting of Kolmar Holdings scheduled next month is continuing.
In 2018, the chairman stepped back from the front lines of management and drew up an agreement granting overall control of the group's operations to the vice chairman and management control of Kolmar BNH to the CEO. It specifies that, as a shareholder and manager of Kolmar Holdings, the vice chairman must provide support or cooperation within legal bounds so that the CEO can properly exercise the business management rights of Kolmar BNH conferred by the chairman.
Afterward, in 2019, the chairman gifted most of his Kolmar Holdings shares in the holding company to his daughter, son-in-law, and others. The vice chairman received about 2.3 million shares at the time, which increased to about 4.6 million shares last year after Kolmar Holdings carried out a 1-for-1 bonus issue. This amounts to about 13.4% of Kolmar Holdings' free-float shares.
The owner family's management agreement at Kolmar Group flared into conflict in April this year when the vice chairman demanded that Kolmar BNH appoint himself and former CJ CheilJedang Executive Vice President Lee Seung-hwa as inside directors. In this process, on May 30, the chairman, citing a breach of the management agreement, terminated the gift contract for about 4.6 million Kolmar Holdings shares previously gifted to the vice chairman and filed a civil suit demanding their return. The first hearing in the case is set for the 23rd next month.
If the chairman wins the lawsuit, the vice chairman's equity stake will fall from 31.75% to about 18.35%. In contrast, the chairman's stake will rise to about 18.99%, bringing the balance.
The extraordinary shareholders meeting of Kolmar Holdings to be held on the 26th next month is also closely related to the management control dispute. The meeting was convened at the request of the chairman's side, and the chairman proposed appointing 10 directors at Kolmar Holdings (eight inside directors and two outside directors).
Kolmar Holdings' board currently consists of nine members. The chairman's proposal to newly appoint 10 directors is seen as an attempt to put the brakes on the vice chairman's system, which currently controls management. If the chairman's proposal is accepted, there is a possibility that the newly formed board will resolve to dismiss the vice chairman and to reshape management control, including changing management policies between the holding company and subsidiaries.
A Kolmar Holdings official said, "The outcome of this Kolmar BNH extraordinary shareholders meeting reflects the will of shareholders who want a normalization of management," adding, "We will do our best to reorganize Kolmar BNH as a core affiliate within the group by shifting the portfolio to high value-added businesses and restoring the professional management system."