[종합] National Pension Service’Samsung Electronics Outside Director’ Approved…2 Trustees’Resigned’

[서울=뉴스핌] Reporter Lim Seong-bong = The National Pension Trustee Responsibility Specialized Committee (Consignment Committee) has decided to respect the opinion of the Fund Management Headquarters in favor of the proposal for a consecutive appointment of Samsung Electronics outside directors. However, in the course of discussion, some consignees expressed their intention to resign in protest against the decision of the fund management headquarters.

According to the financial investment industry on the 16th, the commission held a meeting this afternoon and discussed whether the fund management headquarters should reconsider the direction of Samsung Electronics’ voting rights. At this meeting, the commission agreed to respect the previous decision that the Fund Management Headquarters voted for the reappointment of Samsung Electronics’ outside directors.

National Pension Service headquarters [사진=국민연금공단] 2020.06.10 [email protected]

Initially, some members of the entrustment committee raised issues on the agenda the day before and urgently requested a meeting, and it was observed that the decision of the national pension could be overturned. The committee members argued that ISS, the world’s largest voting rights advisory company, opposes the proposal for the reappointment of outside directors, and argued that this agenda should be discussed at the entrusted committee because it is a matter related to corporate value.

Earlier, ISS recommended opposition to the agenda for the re-appointment of three outside directors, including Seoul National University Professor Park Byeong-guk, Kim Jong-hoon, Chairman of Kisswe Mobile, and Kim Sun-wook, former head of the Ministry of Legislation. This is because the directors served as outside directors when Samsung Electronics Vice Chairman Lee Jae-yong’s investigation and trial were conducted, and failed to fulfill their responsibilities to check or monitor the management.

However, after discussing the National Pension Plan by the internal investment committee, it was decided to approve Samsung Electronics’ reappointment of outside directors, and it was disclosed the day before. The entrustment committee requested a meeting with the Fund Management Headquarters with the intention that it should be discussed at the entrustment committee in consideration of the materiality of the matter. The consignment committee’s agenda can be decided upon request by three or more members.

After about five hours of meeting on this day, it was decided that the trustee respected the decision of the fund management headquarters, but the two trustees expressed their intention to resign, and the conflict appears to rise to the surface. At the meeting, among the nine members, Hong Soon-tak (recommended by local subscribers representative) and Lee Sang-hoon (recommended by workers’ representative) protested against the decision-making of the national pension and expressed their resignation.

They also raised a question about the fact that even though they requested the consignment committee to propose the agenda about the afternoon of the previous day, the Fund Management Headquarters ignored it and completed the disclosure by about 6 p.m. the previous day.

Commissioner Hong said on his Facebook page that day, “Today, as a protest against the National Pension, which did not learn lessons from the Samsung C&T merger, we resigned from the Trustee Responsibility Specialized Committee.” The procedure is withheld and I think it deserves to be considered once again,” he argued.

Accordingly, the National Pension Service reiterated its previous position that the issue was not an issue that could be requested to be decided by the entrusted committee. The National Pension Service published a press reference on that day and emphasized that “the fund management headquarters decided it was difficult to judge, so the investment committee decided on the direction of the exercise of the voting rights on March 10, as it was determined that it did not fall under the issue to request a decision from the trustee.”

In particular, the National Pension Service added, “The trustee also decided that it was not appropriate to deliberate and make decisions on matters that were disclosed externally by the fund management headquarters as there was a concern that it would undermine the credibility of the national pension.”

However, as in this case, the Fund Management Headquarters decided on the direction of exercise of voting rights, but did not inform the entrustment committee, and decided to supplement the issues raised by some entrusted members in the future.

In addition, the commission decided to exercise the voting rights in favor of the approval of financial statements and the appointment of internal and external directors among Samsung C&T’s agendas. The proposal to approve the compensation limit for directors was decided against because management performance was not linked. In addition, for Mando, the plan for approval of financial statements and the plan for appointment of executive directors were agreed to be approved, but only the plan for approval of the compensation limit for directors was decided against because management performance was not linked. Hite Jinro’s agenda was all agreed to be in favor.

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