SK bioscience on the 23rd held its eighth annual general meeting of shareholders at its headquarters in Yeonsu District, Incheon, and passed a motion to expand the audit committee from three to four members. The move is seen as a response to structural changes limiting the voting rights of the largest shareholder as the number of separately elected audit committee members has increased following a recent amendment to the Commercial Act.
At the meeting, all eight agenda items, including approval of the financial statements, appointment of directors and audit committee members, amendments to the articles of incorporation, and approval of the limit on directors' remuneration, were approved as originally proposed. On-site shareholder participation was low, but electronic voting was conducted in parallel.
◇ Responding to the "3% rule" variable… keeping a board majority with a four-member audit committee
Under the motion to appoint audit committee members, Kim Jeom-pyo, deputy CEO of Daeyoung Accounting Corporation, was newly appointed to replace outside director Choi Jeong-uk, whose term expired. Existing outside director Lee Ui-kyung, Sungkyunkwan University professor (former Ministery of Food and Drug Safety chief), also joined the audit committee. As a result, the audit committee was reorganized into a four-member body composed entirely of outside directors. Since its establishment in 2020, the company's audit committee had maintained a three-member structure.
The industry views the expansion as a measure to respond to the impact of the so-called "3% rule" under the amended Commercial Act. When audit committee members are elected separately, the voting rights of the largest shareholder and related parties are limited to 3%, but there is no such limit under the general appointment method. With more audit committee members, analysts say the largest shareholder side can more easily secure a majority within the committee.
The business purpose was also expanded to include "real estate development and leasing" through an amendment to the articles of incorporation. The move is intended to lease part of the Songdo Global Research & Process Development (R&PD) Center to external corporations. The facility was originally designed with the transfer of SK Biopharmaceuticals in mind, but as plans changed, some space was left vacant.
However, it is expected to take time before leasing revenue materializes. Administrative consultations with the Incheon Free Economic Zone Authority, the land supply entity, remain. The company plans to continue attraction talks focused on biotech corporations that can generate synergy.
The cap on directors' remuneration was reduced to 7 billion won from the previous 10 billion won. The move reflects continued operating losses since 2023. The National Pension Service voted against the item, saying the cap was excessive relative to management performance, but it did not affect the passage of the motion.
◇ IDT utilization is a short-term variable… phase 3 for the pneumonia vaccine is the mid- to long-term battleground
SK bioscience has recorded operating losses for three consecutive years. After swinging to a loss with an operating loss of 12 billion won in 2023, losses of 138.4 billion won in 2024 and 123.5 billion won in 2025 followed.
Despite three straight years of losses, financial strength is being maintained. As of the fourth quarter of last year, cash and cash equivalents stood at about 910 billion won. The company plans to use this to continue expanding its pipeline.
The key to a short-term rebound is IDT Biologika, the German CDMO corporation acquired at the end of 2024. IDT posted revenue of 452.5 billion won last year, but due to initial integration expense and fixed-cost burdens after the acquisition, it was reflected as 388.2 billion won in revenue and a net loss of 77.6 billion won on SK bioscience's consolidation basis.
The issue is utilization. IDT's production last year totaled 70 batches, up 34% from the previous year, but the average utilization remained at 47.6% compared with total capacity of 147 batches. A company official said, "Due to facility expansions to meet vaccine demand during the COVID-19 pandemic, utilization is relatively low now."
The order base is seen as secured. As of the end of last year, total CDMO order aggregates stood at 2.3767 trillion won, with a backlog of 696.1 billion won. President Ahn Jae-yong also said, "Within one year of the acquisition, we turned IDT's operating profit and pretax profit to the black," expressing expectations for improved profitability.
As a mid- to long-term growth driver, the 21-valent pneumococcal conjugate vaccine (PCV21) being co-developed with France's Sanofi is cited. Phase 3 clinical trials are underway in 19 countries globally, with a target of commercialization in 2029 after securing interim results next year. To that end, the company has completed securing commercial production facilities through expansion of the Andong plant.
President An said, "With the completion of the Songdo Global R&PD Center, we have built a one-stop system that spans from research to process," adding, "Based on this, we plan to secure new platforms for next-generation vaccines and biopharmaceuticals, while further strengthening cooperation with international organizations and domestic and overseas bio corporations."