The annual proxy for this Korean bank had the following proposals:
- Proforma votes on directors
- Proforma Korean votes on financial statements and annual confirmation of authorities
- Board proposal on amendments to Articles of Incorporation
Magni voted as follows:
- For all directors. Eleven of the thirteen directors are independent (“Outside” is the Korean nomenclature). The information about the outside directors was well below US standards so there are some concerns. That said, the extensive discussions of the tests done to assure independence were comforting, thus enabling Magni to vote for the slate of candidates.
- For Korean proforma proposals. Under U.S. laws and regulations, these matters are handled by the board, thus the topics do not warrant votes by shareholders of US companies. Magni usually votes in support of these topics, unless some controversy or issue has arisen that requires additional investigation or justifies a vote against. In this case, the lack of a proxy is a form of opaqueness, and opaqueness is incompatible with good governance. That said, Magni voted for the accounts and authorities since in the U.S. the topics are not matters requiring shareholder votes.
- For amendments. Several of the amendments reflect changes required to conform to recent legislation. The legislation is related to good governance. Some of the amendments relate to adoption of technology in the shareholder relationship (e.g., providing notice on the company website instead of publishing notices in printed media, replacing paper stock certificates with electronic records). All of the amendments reflect good corporate governance and Magni support such changes.