Proxy Blog

SK Telecom Co., Ltd. 

March 13, 2019

The annual proxy for this Korean wireless telecommunications operator had the following proposals: 

  1. Proforma votes on director 
  2. Proforma Korean votes on financial statements and annual confirmation of authorities 
  3. Board proposal on stock option grants 
  4. Board proposal on amendments to Articles of Incorporation 

Magni voted as follows: 

  1. Against the director. The available materials did not disclose the rest of the board, so shareholders do not know the level of independence in the board. A strong, independent board is required to represent the interests of shareholders. Without understanding the whole board, Magni cannot support any individual candidate. 
  2. Against 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 companiesMagni 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. The materials provided less financial information than a typical U.S. press release covering earnings. Given the lack of information, Magni voted against the financial statements and confirmation of authorities. 
  3. Against board proposal on stock option grantsThe supplied material did not explain the program that was used to generate the proposed grant. There was no explanation of the purpose of the proposed grant. 
  4. 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.