[주주행동] 대한항공 외국 기관투자자들에 조양호 회장 이사 연임 반대 요청(영문 권유문)
- 2019.03.14 (12:33:05)
대한항공 외국 기관투자자들에 조양호 회장 이사 연임 반대 요청
이상훈 변호사, 열람 허용 가처분 소송 끝에 주주명부 수령 예정
3/27 주총까지 국내 기관투자자 방문하여 의결권 위임 요청 예정
오늘(3/14) 민변·이상훈 변호사·참여연대는 대한항공 주주인 외국인 기관투자자들에게 메일을 발송하여 제57기 대한항공 정기주주총회 의결사항 제3호 의안 “이사 선임의 건” 중 ㈜대한항공 대표이사 회장인 조양호 사내이사 후보자의 연임을 반대해줄 것을 요청했다.
국민연금 수탁자책임위원이자 제57기 대한항공 주주총회의 의결권 대리행사 권유인인 이상훈 변호사는 상법 제396조(정관 등의 비치, 공시의무) 제2항 등에 의거하여 2019. 2. 21. 대한항공 주주명부의 열람 및 등사를 청구하였으나 당시 대한항공은 이에 대해 어떠한 의사표시도 하지 않았다. 이에 이상훈 변호사는 2019. 2. 25. 서울남부지방법원에 대한항공을 상대로 주주명부 열람 허용 가처분 소장을 제출했고, 가처분 소송 자체를 기각해달라고 요청하던 대한항공은 2019. 3. 13. 심문기일에서야 비로소 주주명부를 발송하겠다고 밝혔다. 이에 참여연대 등은 오늘(3/14) 외국인 기관투자자들에게 조양호 사내이사 후보자 연임 반대해줄 것을 요청하는 이메일을 발송하게 되었다. 또한, 주주총회 전까지 국내외 기관투자자들을 직접 방문하여 조양호 후보자의 연임 반대 의결권 위임을 요청할 예정이다.
민변·이상훈 변호사·참여연대는 어제(3/13)부터 의결권 대리행사 권유인으로서 대한항공 주주들에게 각종 불·편법 행위와 갑질로 회사에 손해를 초래한 조양호 한진그룹 회장의 사내이사 연임을 막기 위해 의결권을 위임을 요청하는 활동을 진행 중이다. 조양호 회장의 연임에 반대하며 의결권을 위임하고자 하는 대한항공 주주들은 ▲대한항공 정상화를 위한 주주권 행사 시민행동 홈페이지(http://choout.com), ▲참여연대 블로그(http://www.peoplepower21.org/Economy)에서 직접 위임장을 다운로드(☞의결권 위임장 다운로드)하거나, ▲이메일(email@example.com)과 ▲유선전화(02-723-5052)를 통해 위임장을 수령한 뒤, ▲이를 안내에 따라 작성하여 참여연대로 우편 발송( 서울시 종로구 자하문로9길 16, 참여연대 경제금융센터, 문의 : 02-723-5052)하면 된다.
▣ 붙임자료 : 참여연대 의결권 대리행사 권유문(영문)
Request for Delegation of Voting Rights during
the 2019 Shareholders’ Meeting of Korean Air Line Co., Ltd.
Dear Shareholders of Korean Air Lines Co., Ltd.:
Founded in 1994, People’s Solidarity for Participatory Democracy (hereafter “PSPD”) monitors overuse and concentration of power in politics, economy, and society. PSPD is a non-governmental organization with the aim of establishing governance based on people’s democratic participation.
The Economy and Finance Center (Head: Gyeong Ryul Kim, CPA), an active arm of PSPD, has focused on fair and democratic economic order: namely, 1) reformation of governance structure of chaebol/conglomerates and suppression of economic concentration, 2) establishment of fair market economic order, and 3) improvement of public interest in the financial sector. In particular, PSPD exercised shareholders’ voting rights by attending shareholders’ meetings of Samsung Electronics (1998) and Samsung Electronics, SK Telecom, Daewoo Corporation, and Hyundai Heavy Industries (1999). In addition, PSPD filed lawsuits against a director of First Bank for the bank’s illegal loan to Hanbo Steel (1997), CEO of Samsung Electronics for the company’s unfair subsidy to an affiliated company and losses incurred by the act (1998), and a director of LG Chemical for the arrangement of below-market-price sale of LG Petrochemical shares to LG Group majority shareholders. As a representative of minority shareholders, PSPD won each of these cases.
This letter is to request that shareholders of Korean Air Line Co., Ltd. delegate their voting rights to PSPD for the company’s shareholder’s meeting slated for March 27, 2019. Korean Air Line Chairman Yang-ho Cho is responsible for incurring losses to the company with diverse illegal acts, expedients, and overuse of power. Your cooperation shall help prevent Chairman Cho from reappointment to the company’s director.
As you know, Chairman Cho 1) took commissions worth KRW19,600,000,000(=$1,781,000) under disguised ownership from acquisitions of airplane equipment and tax-free goods on board sold by supplies of Korean Air Line Co., Ltd., 2) incurred losses on Korean Air Line Co., Ltd. by using the company money to pay for KRW 1,700,000,000 (=$1,545,000)in legal fees, 3) falsely paid approximately KRW 2,000,000,000(=$1,818,000)to three family members by registering them as employees of Jeongseok Co., Ltd., 4) swindled KRW 152,200,000,000(=$138,363,000) by operating an illegal pharmacy without proper license. Lawsuits are under way for his violations of Adjustment of International Taxes Act, Pharmaceutical Affairs Act as well as embezzlement, breach of trust, and fraud. He is prosecuted without detention for his first trial. Furthermore, Chairman Cho assigned a significant portion of his company’s work to Cyber Sky, a company entirely owned by his three children. The Fair Trade Commission reported this practice to the prosecutory authorities for its violation of the fair trade law, and the case is pending in the Supreme Court.
As is the case with the 2014 Nut Rage Incident, in which Ms. Hyun-ah Cho, former vice president of Korean Air Line, ordered the return of a Seoul-bound aircraft in New York City, the Cho family has been managing Korean Air Line without a basic service-oriented mindset. Ms. Cho, her mother, and her younger sister have received luxury goods without reporting them to customs authorities by systematically mobilizing the employees of Korean Air Line. They have also falsely reported Korean Air Line as importer and taxpayer of overseas furniture, for which they were accused of violations of customs law. By privatizing company-owned airplanes and overusing their power over employees, the Cho family made a seriously negative impact on not only Korean Air Line’s reputation, but also the company’s performances and stock price.
Since Chairman Cho is on trial for various illegal acts and expedients, he is unqualified to be re-appointed director of Korean Air Line. He has not only violated the legitimate duties of a director, but also led to the gigantic losses and plummeting enterprise value of Korean Air Line. In 2016, National Pension Service objected to Chairman Cho’s re-appointment as director of Korean Air Line in light of his excessively multiple titles and unprecedented period of re-appointment.
Nonetheless, Chairman Cho brazenly put his name on the candidate list of a three-year-long tenure of a director on the back of recommendations by the board of directors. According to commercial law, decision-making entities of a listed company are the shareholder’s meeting and the meeting of board of directors. However, these entities have not done their proper job, which is monitoring and checking the corporate management of Korean Air Line. The Cho family considered Korean Air Line its own property by making use of the board of directors, which lacked an ability to keep the management in check.
Korean Air Line is not a privately-held property of Chairman Cho. The company belongs to all stakeholders, including all shareholders and customers. You, the shareholders of Korean Air Line, are customers of a national airline company named Korean Air Line. You are entitled to high-quality service and capital gain from increases in shareholder value of the company.
PSPD deems it essential to 1) oppose Chairman Cho’s participation in corporate management by exercising the voting rights of minority shareholders and to 2) normalize the functions of the board of directors. These measures will play an effective role in improving the corporate governance of Korean Air Line and preventing further erosion of the company’s enterprise value.
Therefore, PSPD intends to oppose the re-appointment of Chairman Cho by attending the shareholder’s meeting and exercising the voting rights. As such, PSPD sincerely exhorts that shareholders of Korean Air Line come to assistance for changing the governace structure of the company.
If you cannot make it to the upcoming shareholder’s meeting, please delegate your precious voting right to PSPD so we can work towards preventing Chairman Cho from re-appointment. Please do not overlook your right as a shareholder. As a small candlelight can make a miracle, your collective action can make enormous changes. PSPD will do its best to make your resolute decision impactful. Thank you.
Kang Ja Jeong, Tae Hoon Ha
People’s Solidarity for Participatory Democracy