Below are key takeaways from ISS’ recently released 2026 South Korea Proxy Season Preview. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Knowledge Center and its Library tab and to corporate subscribers by logging into Compass then selecting Governance and the Governance Library or Governance Exchange tab.
- South Korea’s 2026 proxy season remains the earliest and most compressed in Asia. Most AGMs will continue to cluster within a two week window in early March. This structural compression, combined with the phased activation of major governance reforms later in the year, means investors will be assessing issuers during a period in which expectations have moved ahead of legal implementation and compliance expectations.
- 2026 should be interpreted as the first year of a multi year transition rather than a reform completion year. Key elements of the amended Commercial Code come into effect after the 2026 AGM cycle, requiring investors to evaluate board decisions, sequencing, and disclosure practices as indicators of future readiness rather than as evidence of completed alignment.
- Cumulative voting will remain a central focus even when not explicitly on the ballot. Engagement and investor scrutiny will concentrate on whether meeting architecture supports meaningful operation of cumulative voting once mandatory requirements take effect—specifically seat availability, slate design, role sequencing, and committee pathways.
- Election architecture will continue to influence practical contestability. Low seat turnover and staggered election structures limit the ability of shareholders to aggregate voting power, even under reformed mechanisms. Where more seats are available, contestability becomes materially more observable, and identical mechanisms can produce different outcomes depending on meeting design.
- Independence adjustments are likely to occur incrementally. Many issuers will move toward higher independence ratios through single seat adjustments, given typical seat availability and tenure patterns. Assessments will emphasise whether independence changes are associated with credible refreshment planning and committee level implications.
- Audit committee elections and related party oversight will remain high sensitivity areas. Audit committee structures, including pathways for nominee eligibility, independence requirements, and the continued relevance of the 3% rule, will be key areas of analytical focus due to their interaction with ownership structures and internal controls.
- Key meetings will be those that reveal system design choices rather than procedural compliance.
- The imminent passage of the third Commercial Code amendment (as of this writing) will introduce mandatory disposal timelines for treasury shares, and we anticipate a late cycle surge of single agenda refilings from issuers that have not yet articulated a disposal or cancellation pathway. A significant number of Korean issuers are likely to refile agenda item(s) relating to treasury share cancellation approximately 14 days prior to their AGMs. These filings will further compress an already condensed season and necessitate focused stewardship assessment.
- Korea Zinc remains the meeting of the season. High seat availability makes contestability more observable than at most Korean issuers, illustrating how meeting architecture can shape practical governance outcomes during a transition environment.
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By:
Glenn Maguire, AhRum Choi, Chungju Kim, Shin Hong Kim
