KCGS 한국ESG기준원

□ Korea Institute of Corporate Governance and Sustainability (KCGS) reviewed 2,484 proposals tabled at the annual general meetings of 368 companies in the first quarter of 2023.



□ Out of the 2,484 agenda items, KCGS recommended negative votes against 364 (14.7%), and the overall ratio of the adverse voting recommendations is down by 2.7%p relative to the previous year (17.4%). 



□ 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 negative voting recommendations for dividend payouts and the appointment of directors declined. Proposals to amend the articles of incorporation aiming to increase dividend predictability were presented, while shareholder proposals were invigorated.

 

□ 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 appoint outside directors with a faithfulness concern and auditors serving long consecutive terms. A new case that enables excessive severance pay has also been identified. 



※ (Attachment) Detailed Proxy Research Outcome of Q1 2023 AGMs