Will the 'Self-Determined Compensation' of the Chairman Disappear...? This Year's General Meeting of Shareholders Is a 'Hot Potato'
This year's regular general meetings of listed companies in South Korea are significant as they are the first to occur after a Supreme Court ruling declaring the practice of 'self-determined compensation' by chairmen illegal.
The regular general meetings of shareholders being held this month carry special significance, being the first after several revisions to the Commercial Act aimed at protecting the rights of ordinary shareholders. Moreover, the meetings are held in the context of a Supreme Court ruling that declared the practice known as 'self-determined compensation', where chairmen also serving as major shareholders set their own salaries, to be illegal. This ruling marked a crucial point in the corporate governance landscape in South Korea.
As reported on the 10th by Hankyoreh, most listed companies that have called for general meetings are presenting a motion to approve the ceiling on directors' compensation. This structure requires companies to obtain approval from shareholders for the total annual amount to be paid to all directors and allows the board to decide the specific amounts for individual directors within that limit. The heightened focus on this motion this year reflects an unavoidable large-scale change in existing practices, as traditionally, dominant shareholders and their families has been able to vote on their own compensation.
The Supreme Court's ruling last year, which determined that former chairman Hong Won-sik of Namyang Dairy Products acted unlawfully by voting in favor of his own compensation ceiling, has fundamentally altered the landscape. The court found that Hong's participation in the vote constituted a violation of Article 368(3) of the Commercial Act, which prohibits individuals with a special vested interest in the resolution from exercising their voting rights. It is expected that this year's general meetings will witness significant changes as a result, reflecting a shift towards more transparent corporate governance in South Korea.