Samyoung ENC, Showdown Over Voting at Regular General Meeting of Shareholders

CEO Hwang Jae-woo's Side: "Board Meeting Request Denied for Legitimate Reasons"
Director Hwang Hye-kyung: "CEO Hwang Attempts Autocratic Management After Seizing Board Control"

[Asia Economy Reporter Hyungsoo Park] Samyoung ENC Inside Director Hwang Hye-kyung announced on the 18th the "Reference Materials for Proxy Voting" and claimed, "CEO Hwang Jae-woo is trying to monopolize management by controlling the board of directors with acquaintances." CEO Hwang Jae-woo stated his intention to resolve the recent unfortunate incidents through the regular shareholders' meeting.

Director Hwang said, "The shareholders' meeting aims for the current CEO Hwang Jae-woo to monopolize management rights and dominate the board of directors," emphasizing, "It is being held by some minority shareholders conspiring to propose agenda items through shareholder proposals with the CEO's acquaintances."

Director Hwang also stated, "If the CEO's close associates are appointed as new directors through shareholder proposals, a unilateral board dominated by the CEO's monopolization of management rights will be formed," adding, "Ultimately, shareholders are expected to suffer damages, so the agenda for the appointment of directors proposed through shareholder proposals at the regular shareholders' meeting must be rejected."

The minority shareholders have proposed the appointment of four inside and outside directors as agenda items for the regular shareholders' meeting scheduled for the 30th.

Director Hwang claimed that all of them are acquaintances of CEO Hwang Jae-woo. Inside director candidate Mr. A currently serves as an executive director at Samyoung ENC, and outside director candidate Mr. B is the legal representative for the injunction to suspend the shareholder proposal agenda. In January, the minority shareholders submitted reference materials for proxy voting.

Director Hwang raised her voice, saying, "In reality, the shareholder proposals are at the behest of CEO Hwang Jae-woo to seize control of the board," and "To prevent harm to honest shareholders, the shareholder proposal agenda must be rejected."

Regarding this, CEO Hwang announced that he would not comply with the board meeting request sent by inside directors Hwang Hye-kyung and Lee Seon-gi via certified mail dated the 15th. Previously, Director Hwang requested a board meeting, stating, "We need to discuss the dismissal of the CEO, the appointment of a new CEO, and discussions on damages and follow-up measures related to wrongful acts causing harm to the company by directors and auditors."

According to Article 390, Paragraph 2 of the Commercial Act, a director who is not designated as the convener may request the convener director to convene a board meeting, and if the convener director refuses to convene the meeting without justifiable reason, other directors may convene the board meeting.

Samyoung ENC notified through a public disclosure that the regular shareholders' meeting will be held on the 30th. CEO Hwang's side criticized, "Convening a board meeting at a time when the company is about to complete its annual business and prepare for the new year, the most important task of the year, could cause instability," and added, "It is highly inappropriate and appears to be a malicious intention by the former CEO to only provoke internal strife."

Furthermore, they explained, "There has been no progress or substantial evidence regarding the current CEO's breach of trust," and "It is groundless content stemming from the former management's actions to seize management rights."

CEO Hwang's side emphasized, "We have legally notarized the succession of the family business and the transfer of the largest shareholder's shares and management rights," and "intend to properly conclude the regular shareholders' meeting."

They also added, "We want to forget all the previous unfortunate internal company incidents and return to the past to cooperate and manage the company together."

This content was produced with the assistance of AI translation services.