"I will act with complete independence for all shareholders. Keeping the major shareholder in check while placing the interests of all members, including ordinary shareholders, first is the duty of an audit committee member."
Park Yoo-kyung, the candidate recommended by top shareholders MBK and Young Poong, declared her candidacy in this manner during an interview with Seoul Economic Daily on Aug. 19. She is regarded as a governance expert, having served for a total of 17 years at APG Asset Management, including as head of responsible investment for the Asia-Pacific region.
"The first thing I asked the major shareholder side was whether it was possible to act with conviction as an independent director, and I received a firm answer," Park said. "The very purpose of an audit committee member is to represent the interests of all shareholders, independent from management and the major shareholder."
After this extraordinary shareholders' meeting, the board structure of Korea Zinc (010130) is likely to be reshaped from the current "8 (Chairman Choi's side) versus 5 (MBK·Young Poong) versus 1 (U.S. government)" to "10 versus 7 versus 1." With the gap in the number of directors between the two sides narrowing, the convictions held by the additional audit committee member could shift the balance of major future decisions.
The key variable in this vote is the "3% rule," which limits a major shareholder's voting rights to a maximum of 3% when combined with related parties. The MBK·Young Poong side, holding roughly 41% of shares, is bound together as related parties and can exercise only 3%. In contrast, on Chairman Choi's side, the friendly forces are not all bound together as related parties. Including friendly stakes, the total is estimated at around 38%, so they are expected to exercise votes more broadly. Accordingly, experts predict a higher likelihood that Baek In-kyu, the candidate recommended by Korea Zinc, will be elected over Park.
Park again stressed that, beyond the confrontation between the two camps, this extraordinary shareholders' meeting should become a test of whether a truly independent audit committee member can be elected. She noted that the "Korea discount" has been largely caused by the actual operating practices of boards that have failed to keep pace with the speed of legal and institutional reform.
"No matter how excellent the system is, it is useless if the board remains a rubber stamp," she said. "The governance of Korea's entire capital market can be advanced only when the fundamentals of boards improve, not just at major conglomerates but also at mid-sized companies."
Such conviction stems from the results she personally produced in the field in the past. During her time at APG, Park led governance improvements at major domestic conglomerates. In 2018, she became the first major foreign institution to recommend and successfully push through an outside director candidate at KB Financial Group via a shareholder proposal. Her work in 2022–2023 on establishing a safety and health committee within the board of HDC Hyundai Development Company, and her shareholder proposal to use KT's treasury shares to check cross-shareholdings, are also representative achievements she left as a governance expert.
She pointed out that the board's oversight function did not properly work in the case of the 10 trillion won third-party rights offering that Korea Zinc carried out targeting the U.S. government late last year. "It is questionable whether audit committee members conducted in-depth scrutiny of management when important decisions such as large-scale investments or capital allocation were made," Park said. "Providing full explanation to shareholders on that basis is the duty of an audit committee member."
