KCGS 한국ESG기준원

□ Korea Institute of Corporate Governance and Sustainability (KCGS) reviewed 2,504 proposals tabled at the annual general meetings of 371 companies in the first quarter of 2024.



□ Out of the 2,504 agenda items, KCGS recommended negative votes against 344 (13.7%), and the overall ratio of the adverse voting recommendations is down by 1%p relative to the previous year (14.7%). 



□ With the growing interest in and demands for general meetings of shareholders, the exercise of voting rights, shareholder return, and ESG management, among others, a diversity of positive changes were observed.



o The ratios of adverse voting recommendations against the approval of dividend payouts and the director remuneration cap declined. Many proposals were presented to amend the articles of incorporation, aiming to increase dividend predictability and enable the annual shareholder meeting to be held on an off-peak day.



□ However, there are still cases that are not considered appropriate for enhancing shareholder value. Investors thus need to exercise due caution.



o There is an increase in the proposals to elect directors with an independence concern, such as conflicts of interest, in addition to the proposals to amend articles of incorporation which may cause the dilution of the shareholder rights of existing shareholders.