Align Partners Begins Soliciting Proxies for Shareholder Proposal to Improve JB Financial Board of Directors

"Governance Improvement and Shareholder Value Enhancement Possible"
"New Outside Director to Be Appointed Through Shareholders' Meeting Vote"

Align Partners Asset Management announced on the 8th that it has begun soliciting proxy votes to pass the shareholder proposal for the appointment of "1 non-executive director and 3 outside directors" at the JB Financial Group’s regular general meeting of shareholders scheduled for the 28th.

According to the shareholder proposal by Align Partners, the second-largest shareholder of JB Financial (with a 14.04% stake), the agenda items regarding "increasing the number of non-executive directors by one" and the "appointment of 1 non-executive director (Lee Nam-woo) and 3 outside directors (Kim Ki-seok, Baek Joon-seung, Kim Dong-hwan)" will be put to a vote at this JB Financial regular general meeting of shareholders.

Screenshot of the shareholder proposal page for JB Financial on the shareholder platform Beside Korea.

Since January 2 of last year, Align Partners has been conducting a campaign targeting seven listed domestic bank holding companies, urging them to "reduce loan growth rates to secure capital capacity while normalizing shareholder return rates to the overseas bank average of 50%." On January 11, it sent a second public shareholder letter demanding compliance with the shareholder return policy announced last February, as well as improvements in governance such as strengthening the board’s expertise and independence.

Align Partners stated, "In January, we recommended excellent director candidates and sent an open letter demanding a reorganization of the outside directors to induce JB Financial’s voluntary reorganization of the outside board. However, regrettably, the current regular general meeting of shareholders decided to reappoint all existing outside directors who have served long terms," adding, "Therefore, we will utilize the shareholder proposal rights and cumulative voting system guaranteed under the Commercial Act to appoint new outside directors through the shareholder meeting vote."

In response to these demands, the JB Financial board of directors stated yesterday that "the demands are excessive as they undermine the board’s independence, fairness, and balance, and pose a risk of conflicts of interest."

On the other hand, Lee Chang-hwan, CEO of Align Partners, emphasized, "This is about electing candidates who are more beneficial to the company at the general meeting of shareholders according to the shareholders’ will through a lawful shareholder proposal. It is questionable which demand is excessive," adding, "Rather, there is significant social concern about entrenched management and board structures in widely held companies, and shareholders’ active role is necessary to prevent abuse of the board’s nomination rights. Shareholders’ legitimate rights must be guaranteed."

Lee also added, "Through this shareholder proposal, JB Financial shareholders can freely choose candidates who they judge to be more beneficial to shareholder value from a more diverse pool of director candidates," and "Healthy competition is a good thing for shareholders."

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