“Shareholders would be Best Served by Electing [Chul Whan Park] to the Company's Board of Directors at This Time”

   2021-03-17 13:03

Glass Lewis Recommends Voting in Favor of Major Agendas Proposed by Chul Whan Park, the Largest Individual Shareholder and Senior Executive of Kumho Petrochemical

  • "Park’s proposals present a mid-to-long-term plan with improved dividend policy and capacity for future investments to enhance long-term corporate value."
  • "Park could continue to advocate for the various strategic, financial and governance reforms he believes are necessary in order to enhance shareholder value going forward."
  • "Park’s proposals would be in the best interests of shareholders, given the proposed committee independence, composition, and other specific details such as committee roles."
  • Payout ratio proposed by Park of 52.6% is "more in line with industry peers with average at 49%" 

HONG KONG, March 17, 2021 /PRNewswire/ — Chul Whan Park, the largest individual shareholder and senior executive of Kumho Petrochemical, welcomed the recommendation published by a proxy advisor Glass, Lewis & Co. with regards to the agendas proposed for the company’s annual general meeting of shareholders scheduled on March 26. 



Recommending in favor of appointing shareholder Park as the inside director of the company, the report interpreted, "In recognition of the reforms and improvements that have already resulted from his campaign in proposals over the last few months, we are of the view that shareholders would be best served by electing him to the company’s board of directors at this time."

The report added that Chul Whan Park continue to advocate for the various strategic, financial and governance reforms he believes are necessary in order to enhance shareholder value going forward. It was also noted that having served as an executive at the company for over 10 years, he should be well qualified for such a role, and his contributions in the boardroom may be more important for shareholders at this time.

Glass Lewis recommended in its report to vote in favor of the following agendas proposed by Chul Whan Park: △Dividend payout, △Separation of CEO and Chairman of the board, △Establishment of Internal Transaction Committee and Compensation Committee and specific details, △Appointment of Chul Whan Park as inside director, △Appointment of Min John K as outside director and Audit Committee member.

Industry experts highlight the implications of Glass Lewis supporting Park’s dividend proposal, considering that proxy advisor generally supports dividend policy proposed by the management and the board, considering that they are in the best position to make decisions regarding a company’s business operations. However, in this case, the report found the board’s proposal to be "overly-conservative", and that the shareholders would be justified with reasonable and objective analyses in supporting Park’s proposed dividend payout ratio at 52.6% which is more in line with the 2020 industry peers average at 72.7%. 

With regards to the agenda on separation of CEO and Chairman of the board of directors proposed by Park, the report analyzed that the proposal, unlike the one submitted by the company, mandates appointing Chairman of the board from outside directors, guaranteeing independence of the board.

The report also suggested in favor of Park’s proposal on establishment of Internal Transaction Committee and Compensation Committee on grounds that the proposal laid out specific details of the roles to enable securing transparency and independence of the board. Moreover, the report viewed that not only does Min John K have experience as an auditor and outside director, but he is also a U.S. attorney and M&A expert with experience in cross-border M&A strategic development and joint venture establishment, considered to pair well with Park’s stated strategies for the company.  

In response to the proxy advisor’s recommendation, Park said, "It is great news to hear that the legitimacy and the sincere purpose of my shareholder proposal prepared for transformation of Kumho Petrochemical has been recognized and well-received," and "I will continue to strive and carry out transparent communication with all our fellow shareholders for enhancing corporate and shareholder value."

[APPENDIX]

Summary of Glass Lewis Report on 2021 Annual General Meeting for Kumho Petrochemical

Financial statement unaudited

– In its latest report, Glass Lewis suggests shareholders reject the company’s financial statements on the grounds that they’ve not been reviewed by an independent auditor.

Dividend increase

– Glass Lewis seconds Chul Whan Park(CW Park)’s call for a dividend increase, suggesting that shareholders vote against the company’s suggested dividend, citing a sub-optimal capital allocation/return. "We believe the company has the capacity to increase its dividend payout ratio at this time, particularly following strong, record financial results for the company during 2020 despite the COVID-19 pandemic, which will continue to excel this year," the report states.

– Glass Lewis notes that "the stated dividend payout ratio of 26.7% is calculated solely based of profits disclosed in the company’s separate financial statements, excluding the profits earned by Kumho P&B Chemicals and other subsidiaries that are part of the Kumho Petrochemical group. When calculating the payout ratio on a consolidated basis, the board’s dividend proposal actually equates to a payout ratio of 19.9%.

–  By comparison, as noted by CW Park, the company’s industry peers will pay dividends for 2020 at an average payout ratio of 72.7%.  On a consolidated basis, CW Park’s proposal represents a payout ratio of 52.6%.

Separating the role of CEO and Chairman

– Glass Lewis is calling for separating the roles of CEO and the chair of the board, which it describes as "typically a better governance structure than a combined executive/chair position". 

– It goes on to note: "The role of executives is to manage the business on the basis of the course charted by the board. Executives should be in the position of reporting and answering to the board for their performance in achieving the goals set out by the directors. This task becomes much more complicated when a member of management chairs the board. "

Corporate governance, including disposal of non-operating assets

– "We see validity in CW Park’s view that the utmost priority for the company and shareholders at this time is to address and resolve existing risks that can undermine Kumho Petrochemical’s corporate value, including poor investment decisions, the current management’s abuse of control that has resulted in a breach of fiduciary duty and duty of loyalty, and a sub-optimal capital structure and return policy" 

– "We generally support CW Park’s proposals and stated plan, including enhancing the company valuation through the retirement of treasury shares, increasing the dividend payout ratio, disposing of non-operating assets, seeking IPOs for certain affiliated companies, and various other business strategies, while enhancing the governance structure under the oversight of a capable board of directors with expertise and diversity."

Glass Lewis’ Voting Recommendations on Annual General Meeting of Shareholders Agenda
*Highlighted agendas are proposed ones by shareholder, Chul Whan Park 

Agenda

Details

Glass Lewis’
Recommendation

1.1

Approval of the 44th Financial Statements (excluding the Statement
of Retained Earnings)

AGAINST

1.2.1

Dividend of KRW 4,200 per common share and KRW 4,250 per preferred share; provided, differential dividend in case of the
largest shareholder, etc. (KRW 4,000 per common share)

AGAINST

1.2.2

Dividend of KRW 11,000 per common share and KRW 11,050 per preferred share (shareholder’s proposal)

FOR

2.1.1

Separation of the CEO and the chairman of the board of directors (amend Articles 31 and 32 of the AOI)

AGAINST

2.1.2

Establishment of committees (ESG Committee, Internal
Transactions Committee and Compensation Committee) within the
board of directors (amend Article 34 of the AOI)

AGAINST

2.2.1

Separation of the CEO and the chairman of the board of directors (amend Articles 31 of the AOI) (shareholder’s proposal)

FOR

2.2.2

Establishment of committees (Internal Transactions Committee and Compensation Committee) within the board of directors (amend
Article 34 of the AOI) (shareholder’s proposal)

FOR

2.2.3

Composition of the Internal Transactions Committee, etc. (newly
add Article 35-5 to the AOI) (shareholder’s proposal)

FOR

2.2.4

Composition of the Compensation Committee, etc. (newly add Article
35-6 to the AOI; amend Article 29 of the AOI) (shareholder’s
proposal)

FOR

3.1

Appointment of Yi Seok Hwang as an outside director who also
becomes a member of the Audit Committee

FOR

3.2

Appointment of Byung Nam Rhee as an outside director who also becomes a member of the Audit Committee (shareholder’s
proposal)

AGAINST

4.1

Appointment of Jong Hoon Baek as an inside director

AGAINST

4.2

Appointment of Chul Whan Park as an inside director
(shareholder’s proposal)

FOR

5.1

Appointment of Do Sung Choi as an outside director

AGAINST

5.2

Appointment of Jung Mi Lee as an outside director

FOR

5.3

Appointment of Soon Ae Park as an outside director

FOR

5.4

Appointment of Min John K as an outside director (shareholder’s proposal)

FOR

5.5

Appointment of Benjamin Joe (Yong Bum Cho) as an outside
director (shareholder’s proposal)

AGAINST

5.6

Appointment of Jung Hyun Choi as an outside director
(shareholder’s proposal)

AGAINST

6.1

Appointment of Do Sung Choi as a member of the Audit Committee
who is an outside director

AGAINST

6.2

Appointment of Min John K as a member of the Audit Committee
who is an outside director (shareholder’s proposal)

FOR

7.0

Approval of directors’ remuneration ceiling

FOR

 


Original Source


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