A notice shows the 56th annual general meeting of Samsung Electronics at Suwon Convention Center in Suwon, Gyeonggi Province in this photo taken on March 19, 2025. Yonhap

Multiple publicly traded companies appear to be leveraging upcoming general meetings to secure management-friendly outside directors before tougher board accountability rules take effect in September, industry officials said Monday.

The meetings are scheduled this month, before a revised Commerce Act takes effect in September to expand the fiduciary duties of board members and protect the interests of minority shareholders.

The revised act could put pressure on management, as it requires outside directors to be selected independently of management’s influence and also calls for an increase in the number of independent directors on company boards.

Under these circumstances, industry officials noted that several publicly listed companies, primarily KOSPI-traded and family-owned conglomerates, see their upcoming general meetings as a last-minute opportunity to adjust rules in favor of corporate chiefs who are also controlling shareholders.

First, they aim to extend the terms of existing loyal directors. Second, they seek to reduce the number of board seats that could challenge management decisions.

Companies cited include Hanwha Aerospace, Hanwha Ocean, Hanwha Solution, Hanwha General Insurance, Hanwha Investment & Securities and Hanwha Galleria — all KOSPI-listed affiliates of Hanwha Group, which has been accelerating management succession for the three sons of Chairman Kim Seung-youn.

Other firms include Samsung Electronics, Celltrion, Hyosung and Otoki.

In notices for their respective general meetings, Hanwha Group affiliates proposed extending the tenure of outside directors from “within two years” to three years.

Samsung Electronics is taking a slightly different approach, believed to be aimed at replacing outside directors gradually rather than appointing many at once, in order to avoid sudden changes in the board and ensure stable governance.

Source: Korea Times News