[Edaily Marketin Hur Jieun Reporter] “The core of my 17 years of work at APG, a global institutional investor, has been independence. As an ‘independent director’—not representing any specific major shareholder—I will stand solely on the side of the general shareholders.”

Park Yu-kyung, former Head of Responsible Investment and Corporate Governance (ESG) for Asia-Pacific at APG Asset Management, who has been nominated as a candidate for the Audit Committee through shareholder proposals by MBK and Youngpoong at the upcoming extraordinary general meeting of Korea Zinc this September, made a resolute statement. Dismissing the perception in some market circles that she is a “proxy for MBK and Youngpoong,” she emphasized her 17-year track record proven in the field and declared that she would represent the interests of ordinary shareholders, who have been sidelined amid disputes among major shareholders.

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17 Years as an Investment and Corporate Governance Expert… “It’s Time for Action, Not Sermons”

Candidate Park is an investment and corporate governance expert who spent 17 years at APG, an asset management firm under the Dutch Pension Fund (ABP)—one of the world’s largest pension funds—where she oversaw responsible investment and corporate governance for the Asia-Pacific region. During her tenure at APG, she led numerous shareholder proposal campaigns in South Korea, including: △ the Samsung Electronics leukemia case; △ governance improvements at KB Financial Group; △ Hyundai Motor’s acquisition of the Korea Electric Power Corporation (KEPCO) site; △ the merger of Samsung C&T and Cheil Industries; and △ strengthening safety management at HDC Hyundai Industrial Development.

When asked why he decided to run for a seat on the board of independent directors at Korea Zinc—which is currently embroiled in a management control dispute—he cited the need for improved corporate governance among mid-sized Korean companies. Candidate Park emphasized, “While large conglomerates have become more cautious as they face greater scrutiny, mid-sized companies still have a long way to go,” adding, “Take Korea Zinc, for example: excluding the stakes held by the two major shareholders and the National Pension Service, minority shareholders hold 15 percent of the shares—and the responsibility toward this 15 percent must not be ignored.”

Candidate Park emphasized, “While I used to ‘preach’ to companies about enhancing shareholder value during my time at APG, I now intend to ‘practice’ it firsthand on the ground,” adding, “To ensure that shareholder-friendly policies do not remain one-off measures, it is essential to have someone on the board who monitors the company from the perspective of ordinary shareholders.”

The Key to ‘Separately Elected Audit Committee Members’ Is Independence… We Must End the ‘Figurehead Board’

At this extraordinary general meeting, Candidate Park was nominated as a candidate for “outside director serving as a separately elected audit committee member,” a position elected separately from the general directors. Since this position is subject to the “3% rule”—which limits a major shareholder’s voting rights to 3%—neutrality and independence, ensuring that the director does not side with any specific major shareholder, are key. They are also referred to as “independent directors” because they operate free from the influence of major shareholders to monitor and check the interests of minority shareholders and the company as a whole.

The independent director candidate put forward by Korea Zinc to run against Candidate Park is Baek In-kyu, former chairman of the board of Deloitte Korea. While Candidate Park is an expert in investment and corporate governance, Candidate Baek is an accounting expert. Candidate Park emphasized, “Even if there are no accounting issues, there are many decisions made by management without considering the interests of ordinary shareholders,” adding, “The board must be able to ask, ‘Why are we making this investment?’ and ‘How will this maximize value for ordinary shareholders?’”

Candidate Park explained, “The majority of directors on the boards of domestic companies do not meet with shareholders. They often do not attend shareholders’ meetings and are unaware of the stock price of the very companies they serve. In effect, these are ‘figurehead boards’ that align closely with management’s position.” He continued, “Independent directors need to communicate sufficiently with shareholders regarding the company’s major decisions and market concerns. That is the duty of an independent director.”

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MBK

and Youngpoong Also Need ‘Self-Reflection’… This Must Not Become a Zero-Sum Battle”

Regarding the management control dispute at Korea Zinc, which has dragged on for nearly two years, she delivered harsh but necessary criticism directed at both sides. Candidate Park emphasized that the majority of ordinary shareholders have been sidelined amid the mudslinging battle between Korea Zinc and the MBK-Youngpoong alliance. She pointed out, “Even when controlling shareholders are fighting over control, there has been a serious lack of communication conveying that this dispute does not infringe upon the interests of ordinary shareholders.”

Regarding the MBK-Youngpoong consortium’s pledge to introduce advanced corporate governance at Korea Zinc, he explained, “If one raises an issue, I believe the party raising the issue must also engage in self-reflection,” adding, “The very process of the dispute over control will serve as an opportunity for self-reflection for Youngpoong and will ultimately be beneficial. The same applies to Korea Zinc.”

Candidate Park emphasized, “If a management control dispute is viewed as a ‘zero-sum game’ where one side is defeated and the other wins, the company and its minority shareholders are bound to be marginalized,” adding, “We must not engage in a zero-sum battle over the minority shareholders of a publicly traded company. If that’s the intention, the company should be delisted first.”

“Top Priority: Board Performance Review… I Will Fully Fulfill My Role as an Independent Director”

He identified a performance review of the board of directors as his “top priority” to pursue if elected to the Audit Committee. The intent is to verify whether the current board has properly fulfilled its duties of care and loyalty, which are the core principles of the Commercial Act amendment. Candidate Park explained, “A performance review is needed to determine whether the board fulfilled its duties of care and loyalty during the decision-making process,” adding, “The purpose is to identify any errors or shortcomings and work to improve them going forward.”

Park also emphasized that he would take on the role of Lead Independent Director to convey the views of institutional and minority shareholders to the board. “The Lead Independent Director is in a position to meet and communicate directly with domestic and international investors,” he said, explaining, “The role involves listening to the market’s questions and concerns about the company and relaying them to the board.”

Candidate Park said, “I will strive to ‘create maximum value for as many shareholders as possible’ by fully embodying the spirit of the Commercial Act,” adding, “I want to establish the first successful model of an independent director who truly fulfills their role.”