"Laying the Foundation to Move Forward to a
- SM shareholders approve all Board proposed agendas including the appointment of Registered Directors, a partial amendment of the Articles of Incorporation, and a cash dividend payment of
- In order to respond to the rapidly changing market environment and implement mid- to long-term corporate strategies, the board of directors appointed Cheol-hyeok Jang as the CEO.
- Expectations are rising as SM successfully laid the groundwork to move forward to a fan and shareholder-centric global entertainment leader
Agenda items discussed at the AGM are as follows: (i) approval of the financial statements of the fiscal year 2022 and provision of dividends, (ii) partial amendment to the Articles of Incorporation(AOI), (iii) appointment of Registered Directors including Inside Directors, and (iv) approval of Directors and their compensation limits.
First, shareholders voted to approve the proposed cash dividend payment of
All the AOI amendment proposals were approved, including the establishment of sustainable governance, strengthening the BOD's independence and responsibilities, and enhancement of shareholder value. The proposed amendments to the AOI, including (i) correction of typographical errors and amendment of laws and regulations, (ii) introduction of an electronic voting system to enhance shareholder rights, (iii) restriction of eligibility for director positions for those who have been sentenced to a fine or more for embezzlement and breach of trust within three years, (iv) statement of Directors' duties of loyalty, fidelity, and confidentiality, (v) separation of the CEO from the Chairman of the Board, adjustment of the procedures for convening the BOD and the principles of board composition (vi) establishment and organization of committees within the BOD, (vii) appointment of a compliance officer and establishment and operation of compliance control standards, have been reflected and are expected to meet the purpose of protecting shareholder rights and improving governance.
As for the Registered Directors, all ten candidates proposed by the Board of Directors were appointed, including Cheol-hyuk Jang, Chief Financial Officer (CFO) of
Five candidates for Outside Director were appointed, including
SM's active Inside Directors as of
In addition, the compensation limits for Directors and auditors were approved as proposed at
Following the AGM, the new BOD called for Board of Directors meeting and appointed Inside Director Cheol-hyuk Jang as its new CEO.
Jang has worked for global accounting firms
Jang stated, "I feel a great responsibility to assume the position as a CEO when SM is about to take a big leap forward with SM 3.0." He added, "We will establish a sound that transparent governance structure and faithfully implement the SM 3.0 strategy so that SM can become a fan- and shareholder-centered global entertainment leader while continuing to communicate closely with our artists, fans, shareholders, and employees."
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