SK bioscience is committed to protecting the rights of shareholders and investors. We have improved the procedures and information disclosure practices of General Meetings of Shareholders to make sure stakeholders have accurate information in a timely manner. We have also improved access to information by diversifying our communications channels and establishing an internal delivery system to disclose information.
Convocation of a General Meeting of Shareholders
By presenting the business performance at the annual general meeting, SK bioscience collects shareholder feedback on strategic direction and management while also protecting shareholders’ rights and interests. In accordance with Article 542-4 of the Commercial Act, we notify and disclose matters concerning the venue and agenda of the annual general meeting two weeks in advance. Resolutions passed at the meeting are immediately disclosed and communicated to stakeholders such as shareholders. Major agenda items that are closely related to investors’ interests are disclosed on the Data Analysis, Retrieval, and Transfer System(DART), Korea Exchange, and SK bioscience’s website.
<Date of General Meeting of Shareholders>
|Year||Notification of General Meeting of Shareholders||Date of General Meeting of Shareholders|
|Year 2021||March 16||March 31|
|Year 2022||March 7||March 24|
Operation of a General Meeting of Shareholders
SK bioscience protects the rights and interests of shareholders by listening to and collecting opinions of shareholders on corporate management. We immediately disclose material matters that have been resolved by the Board and we decided to introduce an electronic voting system on June 24, 2021, in order to enhance the convenience of shareholders in exercising their voting rights. The electronic voting system was adopted at the fourth annual general meeting held on March 24, 2022, and shareholders exercised their voting rights electronically without attending the meeting. In addition, information necessary for shareholders, such as the status of major shareholders and stock issuance details, is provided through various channels such as our website.
<Types of Shareholder Resolution at the General Meeting of Shareholders>
|Write-in voting||Cumulative voting||Electronic voting||Proxy solicitation||Electronic proxy voting||Ensuring the exercise of voting rights by submitting a letter of proxy|
|Introduction||Not introduced||Not introduced||Introduced||Introduced||Introduced||Introduced|
Protecting Shareholder Rights
Protecting Shareholder Rights
We ensure that ordinary shareholders can exercise their rights at the General Meeting of Shareholders. All shareholders have the right to one vote per share. Any matter that materially affects the company and the rights of shareholders, such as mergers or business transfers, is decided at the General Meeting of Shareholders in a way that ensures maximum protection of shareholder rights. Our Corporate Governance Charter spells out specific details about the rights of ordinary shareholders and the protection of shareholder rights.
<SK bioscience Share Information>
|Total number of issued shares||76,784,046 shares|
|Total number of shares with voting rights (Total number of issued shares - equity shares - preferred shares)||76,784,046 shares|
|Voting rights per share||One voting right per share guaranteed|
|Shares with differential voting rights||None|
|Shares with restricted voting rights||None|
|Rules and regulations on restrictions of voting rights||Yes (Article 20 of the Articles of Incorporation)|
- As of June 30, 2022
Our shareholder rights for proposing meeting agenda items also protect shareholder rights. Shareholders who hold a certain percentage or more of shares may propose a purpose for a General Meeting of Shareholders up to 6 weeks prior to the meeting. In accordance with the Commercial Act, these shareholders can exercise proposal rights either in writing or electronically. In such cases, we review the proposal in accordance with internal procedures and present it at the meeting. As shareholder interest expands into environmental and socially responsible management, we strive to ensure that all topics and forms of the agenda are addressed.
To make sure shareholders view accurate information in our financial reporting material, we prepare and publish a report on the operation of the Internal Accounting Management System that’s reviewed and certified by the Representative Director, the Chief Finance Officer and the Audit Committee.
Separate Submission of Important Agendas
In proposing important agendas, such as the appointment of executive officers or amendments to the Articles of Incorporation, we separate agenda items for each executive officer or article so shareholder intentions are accurately reflected on a case-by-case basis.
By providing advance key information about the agenda of the General Meeting of Shareholders, we ensure shareholders have sufficient time to make the necessary judgments in exercising their voting rights. To help facilitate those judgments, we provide specific information about executive officer candidates, including any relationship with the largest shareholder; any relationship with an affiliate; detailed work experience; the recommendation rationale of the Board of Directors; any fact of arrears; any reason to restrict employment under the law; and/or any other reason for disqualification. When selecting directors who will become members of the Audit Committee, we appoint them independently from other directors while including the financial accounting expertise of the separately appointed auditors.
Disclosure and Improved Accessibility
To help stakeholders better understand our management, we disclose a range of information on our website, including financial information; disclosure information on the DART; notices of a General Meeting of Shareholders; appointments of an independent auditor; and quarterly IR materials. Along with our regular disclosures, we strive to equally provide all shareholders with corporate information that may affect the value of the company.
At SK bioscience, shareholders are kept up to date on corporate management performance through annual general meetings, performance presentations, domestic & global non-deal roadshows(NDRs), and IR meetings. Besides, they have full access to critical information, such as share ownership structure, stock issuance history, investor briefings, performance announcements, and analyst reports, via our website.
SK bioscience has established a plan for more active communication with shareholders in 2022. We will expand regular and irregular company briefing sessions to strengthen IR activities and broaden the investor structure. Meanwhile, in order to attract more overseas investors, we will actively hold offline company briefings and participate in major international conferences.
We will also continue to work with investment analysts to address the asymmetry of investment related information. In order to make informed management decisions, we will analyze the performance and IR activities of our competitors in the bio-industry.