APG abstains on Park Yoo-kyung’s audit committee appointment proposal; votes in favor of Korea Zinc board nominee

*This content was translated by AI.

It was confirmed that APG (Netherlands pension asset manager) abstained on the proposal to appoint former Asia-Pacific Responsible Investment and Governance Head Park Yoo-kyung as an audit committee member, while voting in favor of the appointment of Baek In-gyu, a new audit committee member recommended by Korea Zinc’s board of directors. Notably, APG also voted in favor of the candidates from Korea Zinc’s board on four independent director appointment proposals, while exercising Ban (CEO) on the candidates proposed by Youngpoong and MBK Partners (MBK).

According to APG’s voting records released on the 30th, APG abstained on Proposal No. 3-2, which sought to appoint candidate Park as an independent director serving as an audit committee member, at Korea Zinc’s extraordinary general meeting held on the 9th. In contrast, it voted in favor of Proposal No. 3-1, the appointment of candidate Baek In-gyu recommended by Korea Zinc’s board.

Based on shareholders’ voting results, the proposal to appoint candidate Park received only 27.9% approval among voting rights present at the general meeting. Candidate Baek was appointed as an audit committee member with an 81.8% approval rate.

APG also voted in favor of candidates Lee Hyeong-gyu and Seo Eun-sook, who are classified as being aligned with Korea Zinc’s board, on other independent director appointment proposals. Conversely, it voted against the appointment proposals for candidates Lee Jun-bong and Sim Hye-seop recommended by Youngpoong and MBK. It also voted in favor of the articles of incorporation amendment proposal.

As a result, APG abstained on candidate Park’s appointment proposal and cast Ban (CEO) votes for the remaining candidates recommended by Youngpoong and MBK, while voting in favor of all candidate appointment proposals proposed by Korea Zinc’s board and the articles of incorporation amendment proposal.

Some industry analysts suggest that the possibility of a conflict of interest stemming from past employment relationships may have been considered behind APG’s abstention on candidate Park’s appointment proposal. Candidate Park oversaw Asia-Pacific responsible investment and governance operations at APG Asset Management from 2009 until the end of 2025.

Since the extraordinary general meeting in January 2025, when Korea Zinc’s management control dispute intensified, APG has continuously exercised its voting rights as a major foreign shareholder of Korea Zinc. During candidate Park’s tenure at APG, APG’s voting stance appeared relatively favorable to the Youngpoong and MBK side.

In fact, at Korea Zinc’s extraordinary general meeting held in January last year, APG cast Ban (CEO) votes for all seven director candidates from the Korea Zinc side and voted in favor of all 14 candidates from the Youngpoong and MBK side. At the regular general meeting in March of the same year, it also voted against all five candidates from the Korea Zinc side and in favor of some candidates from the Youngpoong and MBK side.

For this reason, interpretations have emerged that APG’s decision to abstain on candidate Park at this general meeting was a choice made after considering independence and conflict of interest controversies, taking into account past employment relationships and its history of exercising voting rights.

It is also noteworthy that, separately from APG’s abstention on candidate Park at this extraordinary general meeting, it voted in favor of independent director candidates recommended by Korea Zinc’s board, including candidate Baek.

Since being recommended as an independent director candidate for Korea Zinc’s audit committee in June last year, candidate Park has raised issues regarding the independence of Korea Zinc’s board through multiple media interviews and other channels. She also attended the extraordinary general meeting on the 9th as a shareholder proxy and criticized Korea Zinc’s current governance structure.

In this context, industry observers interpret APG’s votes in favor of candidates from Korea Zinc’s board as potentially resulting from a comprehensive consideration of each candidate’s expertise and independence, as well as the stability of board operations and management continuity.

While it is difficult to definitively determine the rationale behind decisions on individual proposals based solely on this vote, attention is drawn to the shift in the direction of APG’s voting rights exercise, given that APG had previously shown relatively favorable voting tendencies toward candidates from the Youngpoong and MBK side but voted uniformly in favor of candidates from Korea Zinc’s board this time.

An industry official said, “APG’s abstention on candidate Park’s appointment proposal can be interpreted as a choice to avoid unnecessary conflict of interest controversies by considering its relationship with a former executive.” The official added, “While abstention cannot be equated with opposition, the fact that it voted in favor of all candidates from Korea Zinc’s board suggests an active judgment supporting the current management system after considering factors such as the candidates’ expertise, board stability, and management continuity.”

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*This content was translated by AI.