Law firm Sejong LLC (Managing Partner Oh Jong-han) said it held the "2026 regular shareholders' meeting review seminar" on the 14th at the Sejong Gran Seoul seminar room in Jongno-gu, Seoul. The seminar was conducted in a blended online-offline format, and about 200 corporate representatives attended.
The seminar focused on governance-related changes seen at the 2026 regular shareholders' meetings and response strategies for the 2027 meetings. Application of the amended Commercial Act, cancellation and disposal of treasury shares and dividend policy, director appointments and pay approvals, and responses to shareholder proposals were addressed as key topics.
In the first session, Attorney Baek Sang-hyun (3rd bar exam) of Sejong's shareholder control dispute team gave a presentation on "first application of the amended Commercial Act: changes to articles of association and board structure." Baek said, "At the 2026 regular shareholders' meetings, many elements of the amended Commercial Act were reflected in the articles of association, and we saw a move to strengthen board independence." Baek then explained that large listed companies must prepare for cumulative voting, which becomes mandatory after Sept. 10, 2026, and electronic shareholders' meetings, which become mandatory after Jan. 1, 2027.
Attorney Choi Myeong (4th bar exam) presented on "treasury share cancellation and dividends: changes to treasury share items after the 3rd amendment to the Commercial Act." Choi noted that proxy advisors and the National Pension Service have begun to strictly evaluate plans to hold and dispose of treasury shares, analyzing that treasury share management is moving beyond the board's discretion into the realm of shareholder control. Choi said that starting with the 2027 shareholders' meetings, renewals and reapprovals of plans to hold and dispose of treasury shares could begin in earnest, so it is necessary to design a roadmap for treasury share management together with dividend policy.
Expert member Kim Myeong-seo explained changes in director appointments and pay approval items. Kim viewed that director appointment and pay items have taken root as governance items that evaluate board independence, executive accountability, and the appropriateness of compensation systems, beyond being formal voting matters. The intent is that corporations should objectively explain the independence and expertise of director candidates and make specific the criteria for determining pay and its linkage to performance.
Ahn Hyo-seop, senior expert member at Sejong's Corporate Governance Research Institute, addressed trends in shareholder proposals in 2026. Ahn analyzed that as activist institutional investors led shareholder proposals, the number of items increased and the content became more sophisticated. Expansion of separate elections for audit committee members, appointment of outside directors who will serve on the audit committee, and advisory shareholder proposals—items aimed at improving governance—actually passing were also cited as major changes.
Lee Dong-gun, managing partner and head of Sejong's Corporate Governance Strategy Center (Judicial Research and Training Institute class 29), said, "The 2026 regular shareholders' meetings marked the first year of full application of the amended Commercial Act, showing that corporations' response strategies and shareholder communication capabilities are becoming more important." Sejong's Corporate Governance Strategy Center provides governance-related advisory services along with litigation response.