2024-12-28
Korea Zinc’s Position: For No. 1-2
| – Limit the board size of directors to an appropriate level to prevent the influence of individual directors from being diluted
– Domestic and global proxy advisors and investors recommend limiting the number of directors so as not to hinder the efficiency of each company’s board of directors – Global proxy advisory firm Glass Lewis recommends limiting the board size (no more than 20 members) |
1.Amendment of AOI Proposal
| – Current : The number of directors shall be three or more
– Amendment : The number of directors shall be not less than 3 and not more than 19 |
2. Purpose
| – MBK&YP have proposed appointing 14 additional directors, effectively attempting to weaken the board’s power
– If the board becomes excessively large, the responsibilities and authority of directors could be diluted, and the board’s deliberative function may be hindered – If 14 director candidates recommended by MBK/YP and 7 candidates recommended by Korea Zinc are additionally appointed to the existing board of 13 members, the board size could increase to a total of 34 members, potentially resulting in an “excessively large and inefficient board” unprecedented on a global scale – In the United States, where boards typically consist of 11 members, it is noted that efficiency declines as the number of directors increases, making boards with 7 to 9 members the most effective (Hwa-Jin Kim, Corporate Governance and Corporate Finance), while in Europe, the average board size is 13 members (Egon Zehnder International, Board of Directors Global Study) |
