[Edaily Reporter Kim Jinsoo ] Kim Seong-yeon, a director at Genosco and the only son and largest shareholder of Kim Jeong-geun, the former founder of OSCOTEC Inc.(039200), is moving to restructure the board of directors to gain a stake in OSCOTEC Inc.’s management. Director Kim plans to appoint three new directors, including himself, through an extraordinary general meeting of shareholders, and also intends to abolish the supermajority voting system, which has long been criticized for causing corporate governance issues.

On the 28th, Director Kim told Edaily, “I intend to join the board to properly discuss various pending issues and resolve the situation,” adding, “I will achieve stability through responsible decision-making and enhance shareholder value.”

On the 17th, Director Kim filed a request to convene an extraordinary general meeting of shareholders to abolish the supermajority voting system and appoint three new directors. OSCOTEC Inc. announced that the request was received on the 18th. As the schedule remained unconfirmed, he applied to the Seongnam Branch of the Suwon District Court on the 22nd for permission to convene the shareholders’ meeting.

The nominees are Go Jong-sung, CEO of Genosco, as an inside director; Director Kim himself as a non-executive director; and Professor Park Jong-cheol as an independent director. Director Kim stated, “The key is to delete the provisions in the articles of incorporation related to the supermajority voting system and to bring new members onto the board.”

This push to join the board is linked to the regular shareholders’ meeting held in March of last year. At that time, shareholders who opposed Genosco’s separate listing rallied together, preventing the reappointment of then-CEO Kim Jeong-geun as an executive director; since then, OSCOTEC Inc. has been operated under a professional management system. Director Kim, who inherited shares following the passing of former Advisor Kim, has become the largest shareholder but has been unable to directly participate in board decision-making.

Director Kim plans to use his seat on the board to directly engage in key management issues, such as research and development (R&D) investment, fundraising, and attracting strategic investors.

He identified the abolition of the supermajority voting requirement as the top priority. OSCOTEC Inc.’s articles of incorporation require that the appointment or removal of directors via shareholder proposals be approved by at least 80% of the total issued shares. As a result, there have been persistent criticisms that shareholder preferences are not adequately reflected in the actual composition of the board. At last year’s annual general meeting, the proposal to appoint Kwon Yong-je—a candidate nominated by shareholders—as an inside director was rejected because it failed to meet the supermajority voting requirement.

OSCOTEC Inc. introduced this system in 2007 to defend against hostile mergers and acquisitions (M&A) and to stabilize management control. However, complaints began to surface among minority shareholders that their opinions were not being reflected, and in November of last year, 47 shareholders filed a lawsuit in court. The court ruled that the general shareholders’ meeting resolution introducing the key provision was invalid, and OSCOTEC Inc. filed an appeal against the decision.

OSCOTEC Inc. officials stated, “The current board of directors also agrees to the abolition of the supermajority voting system and plans to cooperate toward that end,” adding, “We are currently reviewing the procedures required by law and the articles of incorporation to request the convening of an extraordinary general meeting of shareholders.”

OSCOTEC Inc.’s board currently consists of seven members. Director Kim plans to work with the existing board members to stabilize the company once three new directors are appointed, forming a 10-member board, and then gradually reorganize the board’s composition as needed in the future.

Director Kim said, “We can only enhance shareholder value by improving corporate governance, starting with the abolition of the supermajority voting system, and demonstrating a new direction.”