InterviewKorea Zinc ownership battle underscores need for truly independent boards: governance expert

As a candidate backed by the MBK Partners-Young Poong alliance for an audit committee seat at Korea Zinc, Park Yoo-kyung finds herself at the center of one of the country’s most closely watched battles for corporate control.

The zinc smelter is due to hold an extraordinary shareholders meeting on Sept. 9, where participants will vote on the election of an audit committee member as the alliance vies for control of the board with the company’s chairman, Choi Yun-beom. Young Poong and MBK Partners, the smelter’s largest shareholders, are backing Park, while Choi’s camp is fielding Baek In-kyoo, a former chairman of Deloitte Korea’s board.

For Park, however, the significance of the September vote goes far beyond the bruising battle between the two sides.

After spending nearly two decades at APG Asset Management as its Asia-Pacific head of responsible governance and investment, she sees Korea Zinc as a real-world test case for whether the country’s recent Commercial Act revision can translate into tangible changes in how corporate governance is practiced.

“The idea that good governance can ultimately create long-term value by giving investors confidence that their interests are protected was once largely absent from the country’s capital markets,” Park said. “But over the past 15 years or so, it has moved much more firmly onto the agenda of institutional and retail investors. And legal reforms have finally begun to catch up, at least in theory, by putting rules in place to support it.”

That shift, however, has yet to become a broader market norm, she noted.

Some of Korea’s largest companies — Samsung, SK, Hyundai Motor and KB Financial Group among them — have faced stronger pressure to improve their governance as global investors, institutional shareholders and the broader market have subjected them to greater scrutiny.

By contrast, their smaller listed counterparts tend to attract far less public attention, allowing old practices to persist.

“The biggest firms now have many more eyes watching them than before,” Park said. “But below them, I don’t think governance has taken root very far. Where there is less scrutiny, entrenched habits can prove much harder to dislodge.”

That gap is particularly visible in the boardroom. Korean boards have long faced criticism for acting as “rubber stamps” for management rather than as independent overseers.

Park traces the problem in part to the country’s highly concentrated ownership structure, which grants controlling shareholders disproportionate influence over management and board decisions. This phenomenon is most pronounced in “chaebol,” where founding families maintain sweeping control over multi-industry business groups, but it can extend beyond the conglomerates to listed companies more broadly.

In such an environment, independent directors can struggle to establish themselves as a genuine counterweight to management.

The numbers illustrate the problem. In 2025, outside directors at Korea’s 100 largest listed companies by market capitalization voted in favor of 99.49 percent of board resolutions, according to CEO Score — a reflection of an entrenched corporate culture in which independent directors are treated more as “advisers” or “insurance” than as a central part of decision-making.

It is also why, she argues, audit committee members have an especially important role to play in Korea.

Their role is “unusually powerful,” even compared with their counterparts in other countries, Park said. They are tasked not only with monitoring management independently but with scrutinizing the board’s own decisions. Their powers can also extend to investigating subsidiaries and, under certain circumstances, calling an extraordinary shareholders meeting.

As a candidate selected through an independent process and now backed by MBK Partners and Young Poong, she rejects the suggestion that their backing compromises her ability to exercise independent judgment.

Park sees independence less as a formal status than as a habit built over 17 years of practice at APG. After years of scrutinizing companies’ governance day in and day out, thinking independently has become almost second nature. “I don’t even know how to think otherwise.”

That also means being willing to challenge whoever is on the other side. If her judgment conflicts with that of the shareholders who nominated her, she is “prepared to oppose them, whoever they are,” if that is what she believes is in the interests of all shareholders.

She believes that principle carries particular weight at Korea Zinc, where the fiercely contested battle for control has placed an unusually bright spotlight on a company that would otherwise attract far less scrutiny.

The smelter thus offers a rare chance to see whether independent directors can exercise the powers recent legal reforms have given them.

“I want to see the principles of the revised Commercial Act actually play out in the boardroom,” Park said.

For a market that has spent years changing its laws, the harder test is whether those laws change old habits and behaviors. Korea Zinc, she suggests, offers an unusually visible opportunity to find out.