Analysis indicates that at this year regular shareholders meetings, the first held since three rounds of Commercial Act amendments starting last year, moves to reflect shareholder voices, such as raising dividends, have increased. However, there is also an assessment that the oversight function within boards remains insufficient, as some companies cap the number of directors to evade the amendments or reappoint directors with issues.

According to the ‘2026 Regular Shareholders Meeting Season Review’ report by domestic proxy advisory firm Sustinvest on the 8th, which analyzed 2,248 agenda items from 232 companies listed on the domestic market, the against-recommendation rate was 12.8%, up 0.8 percentage point from a year earlier. Sustinvest assessed that an increase in charter amendment items following the Commercial Act revisions and stricter criteria for judging proposals on remuneration limits had an impact.

In particular, the number of charter amendment items proposed by listed companies this season totaled 729, 3.7 times the previous year (198). Of these, the vast majority, 85%, reflected the Commercial Act revisions, including expanding the duty of loyalty for directors, mandating cancellation of treasury shares, and introducing mandatory cumulative voting for listed companies of 2 trillion won or more. The push to reflect the Commercial Act revisions in corporate charters has grown.

Moves for shareholder returns also expanded markedly. Among the 184 companies that paid dividends at this shareholders meeting, 72.3% increased the total dividend amount versus the previous fiscal year, up 10.3 percentage points from the year before. Compared with two years ago, it rose by 28.6 percentage points.

The number of companies that reflected cancellation of treasury shares through the shareholders meeting increased from 36 (15.4%) last year to 52 (22.4%) this year. The number that paid interim or quarterly dividends rose from 38 (16.2%) to 47 (20.3%) over the same period.

Overall, although moves to enhance shareholder returns and shareholder rights increased, the report pointed out that attempts to bypass or weaken the effect of the revised Commercial Act also grew, such as capping the number of directors or making director terms more flexible.

Sustinvest said it recommended voting against all 23 companies, including Celltrion, HYBE, and Hyosung Heavy Industries, that submitted charter amendments to reduce or newly set upper limits on the number of directors at this shareholders meeting. When the number of directors to be elected is reduced, the number of seats minority shareholders can secure under cumulative voting becomes limited. This can dilute the substantive effect of the Commercial Act revisions.

For instance, it also saw issues with companies such as Samsung Electronics and Hanwha Ocean that made director terms more flexible by changing a fixed three-year term to ‘within three years’, or extended an existing two-year term to three years. The reason given was that when director term expiration points are dispersed, replacing the board becomes more difficult and the function of directors to check controlling shareholders can be weakened.

It further pointed to cases where oversight within boards still did not function adequately, such as supporting the reappointment of outside directors with issues, or appointing audit committee members whose independence could be impaired.

Sustinvest said, “If one supports the appointment of an inside director who has a record of legal violations, it can be evaluated that the monitoring and oversight functions required of an outside director were not sufficiently performed,” and recommended voting against the reappointment of a Hyosung TNC outside director. Although Hyosung Chairman Cho Hyun-joon received a suspended sentence on embezzlement charges, he was named a Hyosung TNC inside director candidate last February without particular restraint from the outside directors.

In the case of POSCO Future M as well, it recommended voting against, saying that nominating as an audit committee candidate a person who had served as an auditor at a POSCO Group foundation and an educational corporation would make it difficult to check the controlling shareholder and management.

Ryu Ho-jung, head of agenda analysis at Sustinvest, said, “This year regular shareholders meetings provided a time to see how institutional changes after the Commercial Act revisions were reflected in actual agenda items and voting assessments,” adding, “Going forward, not only charter housekeeping but also the level of accountability and shareholder communication across executive remuneration, treasury shares, and overall shareholder return policies will settle as key evaluation factors.”