NCSOFT to keep current board members, director appointment requested by Nexon foundered

Kim Si-so Feb 11, 2015

NCSOFT decided to keep its current board members despite conflict over management right with Nexon.

According to NCSOFT, it held a board meeting in the morning of the 19th to discuss about the company’s performance and also to approve the schedule for general shareholders’ meeting and agendas to be raised at the general shareholders’ meeting. Director appointment, which had drawn attention, did not take place.

As NCSOFT decided not to change its current board members, it is highly likely for the registered director appointment of a person requested by Nexon not to take place during the upcoming general shareholders’ meeting.

Through a shareholder proposal sent to NCSOFT on the 6th, Nexon requested NCSOFT to appoint its recommended candidate as a director in case a position is vacant in the BOD with an exception of CEO Kim Taek-jin.

NCSOFT’s BOD is comprised of four registered directors, which are CEO Kim Tae-jin, Vice President Lee Hui-sang, Vice President Bae Jae-hyeon and Vice President Jeong Jin-su, and three outside directors, such as Director Park Byeong-mu, Oh Myeong and Seo Yun-seok. As such, the number of positions in NCSOFT’s BOD, which is prescribed as seven by the articles of association, has all been filled.

On the same day, NCSOFT sent a reply to state that, apart from the BOD, it would accommodate some of the proposals made by Nexon. It has been reported that NCSOFT expressed an intention to accept Nexon’s proposal for electronic voting system introduction and for Nexon to have access to and copy the list of shareholders.

Although NCSOFT accepted most of the requests from Nexon of which the time limit for response is the 10th, the ripple effect is forecast not to be significant as the company expressed its intention of acceptance limitedly for items for which it has a legal obligation, such as the access to shareholders’ list.

However, it is unknown whether or not the company will introduce electronic voting system at the general shareholders’ meeting to take place in March. Nexon claims that the system must be introduced from the general shareholders’ meeting in March. However, NCSOFT has reservations about the time of system introduction, according to sources. NCSOFT’s stance is that, if the situation continues into the general shareholders’ meeting, it may have to fight against Nexon for votes. Moreover, the related infrastructures have not yet been established.

A Nexon insider said, “Once we receive a reply from NCSOFT, we will examine it carefully and decide whether or not to disclose it.”

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