SOUTH KOREA Law and Practice Contributed by: Hyeon-Deog Cho, Yeong-Ik Jeon, Ji-won Lim and Hakbum Ahn, Kim & Chang
There is no restriction on the specific voting method at a shareholder meeting, which may be conducted by a show of hands, standing up, polling or other means so long as the method used is a reasonable one by which the intent of shareholders can be confirmed. Refer to 2.5 Format of Meeting for additional detail on the related 2025 KCC Amendment. 2.10 Shareholders’ Rights Relating to the Business of a Meeting At a general meeting of the shareholders, shareholders may only resolve on the matters set forth as the meet - ing agenda in the notice of convocation. Matters not listed in the notice are not allowed to be resolved at such meeting without the consent of all shareholders, even with the consent of all shareholders present. For example, a shareholder may not request the appoint- ment of directors to be presented as an agenda item at a general meeting of the shareholders convened for the approval of financial statements; even if such agenda item is presented and resolved, such reso- lution at the general meeting of the shareholders is unlawful and may be revoked. However, specific details for resolving on a matter already listed as part of the meeting agenda in the notice of convocation may be changed at the meeting (although it is not permitted to change the details of the notice to such an extent that they are no longer recognised as identical). For instance, at a meeting to appoint Candidate A as a director, it is allowed to change the ballot at the meeting to the appointment of Candidate B instead of Candidate A. The agenda for such meeting would be deemed an appointment of a director, not the appointment of a specific person as a director. An exception exists for listed companies, however, as the KCC separately requires that direc- tors of a listed company must be appointed only from among the candidates notified in advance. 2.11 Challenging a Resolution Even if a resolution is adopted by an affirmative vote that meets the quorum necessary for a resolution at a general meeting of the shareholders, a shareholder may file an action to revoke within two months from the date of resolution if:
• the procedures for convening such meeting or the method of adopting such resolution are in violation of any laws or the AOI, or are substantially unfair; or • the details of such resolution are in violation of the AOI. However, even in the case of such defects, the court may dismiss the claim if it finds the revocation is improper in light of the details of the resolution, the current status of the company and other circumstanc- es. In addition, if the details of the resolution are in violation of laws and regulations, a shareholder may file suit seeking affirmation of the invalidity of the reso- lution of the general meeting of shareholders, without limitation of the filing period. 2.12 Institutional Shareholder Groups Shareholders may monitor the company’s business activities and decision-making based on the com- pany’s disclosures, and may request the right to inspect and copy certain important documents from the company. Under certain conditions, a shareholder may also request the court to appoint an inspector to inspect the company’s business and property. • Disclosure: Under Korean law, a company is required to comply with disclosure obligations applicable to listed companies (eg, ad hoc disclo- sure of key management matters, business reports and semi-annual/quarterly reports, reports on key matters and the disclosure of shares) and disclo- sure obligations applicable to companies belonging to a large business group under the Fair Trade Act (eg, disclosure of large-scale internal transactions, disclosure of the important matters of unlisted companies, and disclosure of the status of the business group). Institutional investors and share- holders’ organisations may monitor the company’s activities through such disclosure. • Right to request inspection and copying of docu- ments: Shareholders have the right to request the inspection and copying of the following docu- ments from the company, and the company may not refuse unless it can prove that a shareholder’s request is unreasonable. If the company unfairly refuses inspection and copying of the following documents, the shareholder may file an application
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