Choi Byung-min, adviser to KleanNara [KleanNara]
Choi Byung-min, adviser to KleanNara [KleanNara]

Board backed Choi Byung-min's return, but shareholders voted it down

Owner family holds 40% stake, yet only 27.6% voted in favor

Choi Hyun-soo takes sole CEO role as detergent, pet food push expands

A bid by KleanNara's second-generation owner Choi Byung-min to return to management has been blocked at a shareholder vote, setting off speculation about a rift within the founding family. The company's board had concluded that Choi's experience was needed to restore competitiveness in its core paper business, but the motion to appoint him as an inside director was defeated. Industry watchers say the opposition may have come from Chairwoman Choi Hyun-soo, his daughter, and his wife Gu Mi-jeong. Markets have read the episode as a management-control dispute, sending KleanNara's share price sharply higher.

According to filings on the Financial Supervisory Service's DART system, KleanNara held an extraordinary general meeting Wednesday and voted down the proposal to appoint Choi Byung-min as an inside director. Among votes cast at the meeting, 45.5% were in favor and 54.5% were against or abstained. The result stands in stark contrast to the regular general meeting in March, when the reappointment of Chief Operating Officer Choi Jeong-gyu as an inside director passed with 99.8% of votes cast. Measured against total shares with voting rights, support for Choi Byung-min's return was limited to 27.6%.

What makes the outcome puzzling is that the board itself had endorsed the move. Reporting indicates that board members argued Choi Byung-min's decades of experience running the paper business were essential to reviving the company's flagship division. Some family members are said to have been among those on the board who supported his appointment.

Choi Byung-min, born in 1952, joined KleanNara's management in 1980 as the founder's son. In 2019 he handed the CEO title to his eldest daughter, Choi Hyun-soo, and stepped down from the board of registered directors in 2020. He returned as an inside director in March last year but left again when his term expired in March this year, since then serving as an adviser.

The ownership structure is at the heart of the matter. According to KleanNara's mid-year report as of the end of June, the largest shareholder and nine related parties together held 14,906,210 common shares, or 40.03% of the total. Among family members, COO Choi Jeong-gyu holds the largest stake at 16.12%. Chairwoman Choi Hyun-soo holds 7.70%, as does second daughter Choi Yun-su, executive vice president at subsidiary Bonoa. Adviser Choi Byung-min holds 3.46%, and his wife Gu Mi-jeong holds 4.96%.

Heesung Electronics is also a major shareholder, holding 20.62% of KleanNara — the single largest individual stake. Heesung Electronics is an affiliate of Heesung Group, led by Chairman Gu Bon-neung, and Gu Mi-jeong is his younger sister. Combining Gu Mi-jeong's personal stake with Heesung Electronics' holding gives 25.58%. Adding that to the owner family and related parties' 40.03% brings the combined figure to 60.65%. Yet votes in favor of appointing Choi Byung-min amounted to only 27.6% of total voting shares.

If the late-June ownership structure held through the voting record date, the arithmetic suggests that at least roughly 12.4 percentage points of shares held by the largest shareholder and related parties did not support Choi Byung-min's return. However, shareholder meeting disclosures alone do not reveal how individual shareholders voted. It is not known how COO Choi Jeong-gyu exercised his voting rights as a shareholder, nor how Gu Mi-jeong and Heesung Electronics voted. "Who voted for and who voted against is entirely confidential," a KleanNara official said.

A lingering question is why the motion was put to an extraordinary general meeting without first securing the votes. COO Choi Jeong-gyu's 16.12% stake and Heesung Electronics' 20.62% alone add up to 36.74%, meaning the way those two shareholders voted could have had a decisive impact on whether the resolution passed.

With Choi Byung-min's return blocked, KleanNara's leadership structure also shifted. The company said Wednesday that CEO Lee Dong-yeol resigned the same day, leaving Chairwoman Choi Hyun-soo as sole representative director. Choi had stepped down as CEO when she was named chairwoman in December last year, then was reappointed to the role in August this year.

Under Choi Hyun-soo's leadership, KleanNara has been broadening its business beyond its traditional paper and hygiene products base. In July the company entered the detergent market with three laundry capsule products and one dishwasher tablet. Through its pet brand Popomong, it moved into the pet food market in June. The company is also expanding its business-to-business hygiene products operations. On the manufacturing side, it installed a 1.03-megawatt solar power system at its Cheongju factory in June, with a plan to generate about 1,198 megawatt-hours of electricity annually to cut energy costs.

Restoring profitability, however, remains a challenge. KleanNara posted consolidated sales of 508.2 billion won ($379 million) last year and an operating loss of 22.6 billion won. In the first half of this year, sales reached 261.4 billion won, up 2.8% from the same period a year earlier, and the operating loss narrowed from 10 billion won to 3.4 billion won. The company swung to an operating profit of 600 million won in the second quarter but remained in the red for the first half as a whole.

The family's involvement in management has also seen other changes. Ha Bo-young, an executive director who headed the Home and Life division and is married to Choi Yun-su — Choi Byung-min's second daughter — recently left the company. The circumstances of the departure have not been disclosed.

With Choi Byung-min's failed comeback and Lee Dong-yeol's resignation occurring on the same day, the management structure centered on Chairwoman Choi Hyun-soo has become considerably clearer.

"Adviser Choi Byung-min appeared to have serious concerns about the current state of the paper industry," a paper industry official said. "At first I thought the vote would pass by a majority, but it seems some major shareholders voted against it. There were also views that, given he is in his mid-70s, he should step back from management for health reasons as well."

Meanwhile, as the attempted comeback and its defeat at the shareholder meeting became public through regulatory filings, markets have interpreted the episode as a family dispute over management control. KleanNara's share price hit the daily upper limit, rising 29.93%, as of Thursday.


hong@heraldcorp.com