Hanjeong Mulsan Shareholders’ Meeting 1
Who attended a shareholders' meeting? Shareholders, of course. And how many shares did you need to get in? Just one share was enough.
That was why all kinds of people had crowded into the meeting hall. The issue had drawn not only public attention but political attention as well, so even members of the National Assembly had shown up.
National Assemblyman Jung Han-su of the Our People's Party got to his feet and began speaking.
“No matter how this turns out, management must take responsibility seriously and reinvent itself as a company for its shareholders and employees. You must remember that a corporation is not just a place to make money, but a place that must fulfill its social duties, and you must practice ethical management. I propose three ways to do that. First, mandatory moral education for executives. When we choose executives, we should not only consider managerial ability, but also reflect scores for volunteer work and charitable donations…”
The speech went on with all the inspirational force of a principal's lecture during an elementary school morning assembly.
The executives listened with their mouths shut, but the ordinary shareholders reacted very differently. As the speech dragged on and on, shouts erupted from all over the hall.
“Cut it out already!”
“Do you think you’re the only one with a microphone?”
“Go rant in the National Assembly!”
“What kind of tax thief talks about ethical management?”
“Step down already!”
“A-ah, I’m talking right now. Please be quiet!”
Even as Jung Han-su raised his voice against the growing protest, the shareholders kept yelling back.
“What was that? You’re talking down to the people now?”
“Want to try a recall election?”
“You don’t even show up properly for Assembly sessions, so why come here and spout nonsense?”
“Hey! Can somebody shut that dog up?”
At a shareholders' meeting, the shareholders held all the cards.
No matter how much he invoked the authority of a National Assembly member, it was like a general showing off his stars in front of reservists. In the end, the complaints kept coming, and he had no choice but to finish his speech and sit back down.
“Ahem! Anyway, I hope this becomes an opportunity for the company to be reborn as one loved by the nation and the people. That is all.”
That was not the end of it.
There were the yes-men who seemed like they must be part of the family, the people who opposed everything to the bitter end, the ones who pored over the financial statements looking for trouble, the ones who just came to make a scene, the ones who sprawled on the floor, the ones who hurled insults, and a dozen others besides.
That was how scenes like this ended up unfolding.
“I object!”
“What kind of shareholders' meeting is this? Is this a dictatorship?”
“What is this, the Communist Party or something?”
“Please listen to the other shareholders as well.”
“Can we please keep it down?”
“How old are you?”
“Fifty-eight!”
“I’m sixty-six!”
“Must be nice being old! You balding bastard!”
“What, you little shit? So my forehead’s wide. What does that have to do with you?”
“I’ve had meals with your chairman! Gone to the sauna with him! Done everything, punk!”
“Ahem! I am the Big-Nosed Taoist of Mount Mandeok! I was meditating beneath a waterfall when I received a revelation telling me to descend Mount Mandeok, and that is why I am here at today’s meeting.”
“I said, can somebody shut that dog up?”
“Give me the floor, please!”
It was pure chaos.
You might wonder if this made any sense at a major conglomerate’s shareholders' meeting, but during proxy season, scenes like this happened all the time.
The staff standing by moved quickly to escort the troublemakers outside.
Even as they were dragged away, the men kept shouting at the top of their lungs.
“Let go of me! Do you know who I am? I’m a Hanjeong Mulsan shareholder!”
“What kind of company throws out its shareholders?”
“Oppose the oppression of shareholders! Guarantee shareholder rights!”
“How dare you look down on a shareholder? And you call this a democracy?”
“If you’re going to run it like this, shut down the meeting right now!”
“You bastards! The mountain spirit of Mount Mandeok will be angered!”
Once they were taken outside, they never came back.
Seonwu watched them and asked me, “Where are they dragging those people off to?”
“Usually we lock them in the basement dungeon until the meeting’s over.”
Seonwu looked at me, startled.
“Really?”
“Yeah. I’m kidding.”
Usually, they were just handed a few 50,000-won bills and sent back home. Were those people really here to defend shareholder rights? Of course not. They were just trying to disrupt the proceedings and shake money out of the company.
Kim Sung-gwun murmured with a sigh, “Looks like this meeting’s going to run long.”
We still hadn’t gotten through a single agenda item, and just clearing the hall had taken more than five hours. But once the people who were going to leave had left, the meeting finally began to move again.
“Approved as proposed.”
“Approved.”
“Approved…”
One agenda item after another was passed without trouble, and Yoon Han-bin tapped the gavel.
None of the items that came up earlier had really interested anyone.
The important one was the last agenda item.
The one about stripping director positions from anyone sentenced to imprisonment or a heavier penalty.
The shareholders' meeting, which had started early in the morning, showed no sign of ending.
When we were given a fifteen-minute recess, I went to the restroom.
As I caught my breath for a moment, Kim Sung-gwun came over. His expression was grim.
“It’s over.”
“What is?”
He shook his head.
“We’ve lost. They secured a majority of the shares present.”
“By how much?”
“Just a little over two percent.”
I nodded.
“I see.”
Some people might have thought we should have just bought more, but both sides had scraped every last possible vote from the bottom of the barrel.
“Don’t worry too much. They say it’s not over until it’s over.”
Kim Sung-gwun gave a bitter smile.
“Then we’d better hope for a miracle.”
It really would take a miracle to turn things around now.
But…
“Miracles don’t happen just because you sit around waiting.”
“Then?”
“Luckily, I know a way to make a miracle happen one hundred percent of the time.”
Kim Sung-gwun looked puzzled.
“What’s that?”
“Well…”
As I smiled and was about to say something, he cut me off.
“Don’t tell me you’re going to say I’ll understand if I keep watching?”
…
You really do know me now.
The short break ended.
The shareholders came back in and took their seats. Everyone looked drained from a meeting that had gone on far longer than anyone expected.
They all looked like they wanted to finish quickly and go home to rest.
Yoon Han-bin said, “Next is the agenda concerning the removal of directors upon conviction to a prison term or higher.”
At last, the item everyone had been waiting for came up.
“Votes cast on this item accounted for 84.5 percent of all shares.”
Normally, the voting turnout at a shareholders' meeting was around 70 percent.
84.5 percent might not have sounded especially high, but the National Pension Service, which held 9.9 percent, had waived its voting rights.
If you counted even those who had formally waived their voting rights, it meant that effectively almost every shareholder had cast a vote.
“After both sides’ proxies reviewed and verified the powers of attorney, the result came out to 43.4 percent against and 41.1 percent in favor.”
A murmur spread through the hall.
The founding family had won by a margin of 2.3 percent. Perhaps because he had expected it, neither Vice Chairman Ju Cheol-jin nor Kim Sung-gwun showed much on their faces.
Ju Cheol-jin gave a bitter smile to himself.
A victory with nothing but scars.
He had bought shares until the very last moment, all to secure even one more vote. To do it, Hanjeong Group’s slush fund had been mobilized in full.
That slush fund had originally been scheduled to pass to him along with the chairmanship.
Instead, he had poured it all into this fight.
He had sold off assets held under borrowed names at fire-sale prices to raise cash, then used that money to buy Hanjeong Mulsan stock at absurdly inflated prices.
He couldn’t even guess how bad the losses would be. Even at the most conservative estimate, he was looking at nearly a trillion won gone.
And winning didn’t mean it was over.
Now that things had come this far, the three-way alliance wasn’t going to back down easily. Kim Sung-gwun would keep interfering in management, just as he had up to now.
The promised shareholder-return policy was another problem.
To win over friendly forces and minority shareholders, he had promised to sell off Hanjeong Mulsan land and shares in non-core affiliates and turn the money into dividends.
There was a saying that money in your pocket feels like your own; if corporate money sits in the company, it belongs to the controlling family.
But once you paid it out as dividends?
Then it became someone else’s money.
In any case, that was a problem for later. For now, what mattered was that they had held onto management control.
Yoon Han-bin raised the gavel.
“Any objections? Then this amendment to the articles of incorporation is rejected…”
The troublemakers had already been dragged out, so there was no one left to interfere with the proceedings. All that remained was to announce the predetermined result, and it would be over.
But then, at that very moment.
Someone raised a hand.
“I object!”
Every eye in the room turned at once.
The person who had raised his hand was a young man in a suit, no more than his twenties.
Yoon Han-bin, just about to bring the gavel down, froze.
“You may speak.”
I stood up, took the microphone, and said, “A lot of people have different opinions about this agenda item. But we’re all shareholders of the same Hanjeong Mulsan, and we all want Hanjeong Mulsan to grow and develop. So whatever the result is, I hope we can accept it and do our best for the sake of shareholder interests.”
Vice Chairman Ju Cheol-jin stood and said, “A shareholders' meeting is a place where the will of the shareholders is decided. It is only natural to follow the decision that has been made. I, too, will continue to work even harder for Hanjeong Group going forward.”
I bowed my head toward him.
“Thank you for those words, Vice Chairman.”
Perhaps he took it as a de facto admission of defeat?
Ju Cheol-jin let the smile of a winner appear on his face.
But I still wasn’t finished.
“However, after reviewing the powers of attorney on our side, we found one serious problem. I am raising an objection to that.”
Vice Chairman Ju Cheol-jin immediately protested.
“What are you talking about? We already finalized the shares eligible to participate before the meeting!”
Yoon Han-bin asked, “What problem are you saying there is, exactly?”
“One of the powers of attorney submitted by the Hanjeong Group side has been confirmed as forged. I have the genuine proxy form for that shareholder in my possession.”
The Hanjeong Group people frowned.
Now that defeat’s been decided, are they just making a fuss for nothing?
Yoon Han-bin asked again, “Whose proxy form is it?”
“It’s the proxy form of Ju Hyeon-jin, the former director of HJ Food.”
For a moment, silence fell over the hall.
Most people looked as if they couldn’t believe what they had just heard, and some looked as if they had misheard me entirely.
Former Director Ju Hyeon-jin was none other than Vice Chairman Ju Cheol-jin’s younger brother. And yet I was claiming that his proxy form was in my hands.
Vice Chairman Ju Cheol-jin shouted, “What the hell are you talking about? We have Ju Hyeon-jin’s proxy form!”
Then I asked him, “Was that actually written by Ju Hyeon-jin himself?”
“What…?”
“Did you perhaps write it yourself without even asking him, just because he’s family? If so, that’s illegal forgery of a private document.”
“…”
“This proxy form was written by Ju Hyeon-jin himself two days ago under notarization by a law firm. Since it was obtained through proper legal procedure, it is valid. If that’s a lie, then I’ll accept punishment according to the law.”
I went up to the podium and handed the proxy form to the chair.
Before it could be passed along, Vice Chairman Ju Cheol-jin lunged up onto the podium, snatched it away, and scanned it with his eyes. It stated that voting rights over 1.4 percent of the shares had been delegated to Han Miru.
The proxy bore not only Ju Hyeon-jin’s signature but also the official seal of the attorney who notarized it.
“This is ridiculous…”
He couldn’t believe it even though he was looking right at it.
Why the hell was this in this bastard’s hands?
Until just moments ago, the motion had been on the verge of failing by 2.3 percent. But what would happen if 1.4 percent shifted from the opposition to the yes side?
The result would flip by a margin of just 0.5 percent!
Ju Cheol-jin stared at the proxy form over and over again, his eyes wide.
It can’t be true. There’s no way this is real…
He wasn’t the only one shocked.
Everyone in the hall was stunned by the sudden turn of events.
Ju Cheol-jin looked at me.
What did he do?
What had I done to get my hands on Ju Hyeon-jin’s proxy?
But that wasn’t important right now. What mattered was stopping Han Miru. Everything depended on what came out of my mouth.
If it was now, he would have agreed to anything I wanted. He had no idea how much I had been paid, but he would have been willing to pay several times that amount.
But then…
I slowly opened my mouth.
“As proxy for shareholder Ju Hyeon-jin, I vote in favor of the motion.”