SPC Samlip changed its name on the 26th and appointed co-CEOs to overhaul its management system. It also introduced a provision to limit directors' liability through an amendment to its articles of incorporation.
At 9:30 a.m. on the day, SPC Samlip held its 58th annual general meeting of shareholders at the Ansan Arts Center in Ansan, Gyeonggi, and approved an agenda item to change its corporate name from "SPC Samlip" to "Samlip." It comes 10 years after it added the group name "SPC" to change from "Samlip Foods" to SPC Samlip in 2016. The move appears aimed at reorganizing affiliate names and refreshing its image under the "Samlip" brand as the company shifts to the holding company Sangmidang Holdings (SMDH) structure, emphasizing responsible management, safety, and greater transparency.
Also that day, through the shareholders meeting and board meeting, Do Se-ho and Jeong In-ho were appointed as co-CEOs. Do, who has overseen safety management and labor relations within the group, will be in charge of building a field-centered safety management system. In particular, Do plans to focus on reestablishing a safety culture across the organization. Jeong, a global business expert who served as head of Kellogg in Korea, Taiwan, and Hong Kong, will drive overseas market expansion and the advancement of the management system.
Do said, "We will enhance customer trust with safety-first management and improve transparency across corporations," adding, "We will secure new growth engines through aggressive investment in future growth areas such as global business, food, and commerce, while solidifying the competitiveness of the bakery business through the advancement and innovation of production infrastructure." Earlier, in Oct. last year, Do at a National Assembly audit called the Siwha plant fatality an "avoidable man-made disaster" and noted the need to bolster safety personnel and embed systems.
While Do emphasized a safety-focused management stance, shareholders also approved an amendment to the articles of incorporation that includes a clause limiting in-house directors' liability for damages to the company to a certain level. The key is that an in-house director's liability can be limited to within six times the director's compensation over the past year (three times for outside directors). SPC Samlip said this is a general level based on the Commercial Act and standard articles, and that the liability cap does not apply to willful misconduct or gross negligence.
However, the timing and appropriateness of the amendment are drawing criticism. Korea Corporate Governance Service, a domestic proxy advisory firm, recently recommended voting against the item, saying, "Easing liability is untimely when consumer trust recovery is still underway." It noted that while safety investment and system improvements are in progress, trust has yet to be sufficiently restored.
The shareholders meeting ended in about 50 minutes. Including the appointment of co-CEOs and the amendment to limit directors' liability, all agenda items submitted were approved as originally proposed, including ▲ appointment of outside directors ▲ approval of financial statements ▲ cash dividends.
Accordingly, Geoffrey Jones was reappointed as an outside director who will serve on the audit committee, and Shin Dong-yoon was newly appointed. A shareholder return policy was also included. The company decided to pay differential cash dividends of 1,000 won per common share for minority shareholders and 600 won for major shareholders. The aggregates of dividends is 5.565831 billion won, with a dividend yield of 2%.
Meanwhile, in connection with the fatal entanglement accident of a worker at SPC Samlip's Siwha plant last year, plant managers were handed over to prosecutors about 10 months after the accident. According to the Siheung Police Station in Gyeonggi the previous day, seven people, including the plant center head (plant manager), production team leader, part leader, and line leader, were sent to the prosecution on charges of occupational manslaughter by negligence.
They are suspected of failing to properly manage safety in connection with an accident around 3 a.m. on May 19 last year at SPC Samlip's Siwha plant in Siheung, in which a female worker in her 50s was caught in a machine and died. At the time, the worker entered a cooling conveyor machine to spray lubricant and suffered the accident.