Text
1. On March 31, 2020, the approval of the limitation of directors and auditors among the resolution of the general meeting of shareholders on March 31, 2020 shall be revoked.
Reasons
1. Basic facts
A. The Defendant is a company that aims at civil engineering construction business, and the Plaintiff’s Republic of Korea holds 113,384 shares (hereinafter “instant shares”) out of the Defendant’s shares.
Plaintiff
The Korea Asset Management Corporation (hereinafter referred to as the "Plaintiff Corporation") is a person who is delegated or entrusted by the Republic of Korea with the affairs concerning the management and disposal of the instant stocks, which are general property owned by the Plaintiff pursuant to Article 42(1) of the State Property Act and Article 38(3) of the Enforcement Decree of
B. At the time of March 31, 2020, the Defendant’s total shares were 420,000 shares, and the shareholders’ status are as follows:
(B) in the table below, “B” refers to “B” which is the defendant’s representative director. B CD E
C. According to the Articles of incorporation and the Commercial Act, remuneration of directors and auditors shall be determined by a resolution of the general meeting of shareholders (Article 42 of the Articles of incorporation and Articles 388 and 415 of the Commercial Act), and a resolution of the general meeting of shareholders shall be made by a majority of the voting rights of shareholders present at the meeting except as otherwise provided in the statutes,
(Articles of Incorporation 25, Section 368(1) of the Commercial Act).
On March 31, 2020, the Defendant held a general meeting of shareholders (hereinafter referred to as “instant general meeting of shareholders”) with the “approval of the limit of directors and auditors’ fees,” etc. as an agenda item.
E. The general meeting of shareholders of the instant case attended by five shareholders.
F. Of the shareholders present at the general meeting of shareholders of this case, the plaintiff Republic of Korea opposed to the agenda approved for the limit of director and auditor fees [the limit of director fees of the 17th period (from January 1, 2020 to December 31, 2020), the limit of director fees of the 300,000,000 won, and the limit of audit fees; hereinafter "the agenda of this case") which is the agenda item No. 3, and four remaining shareholders including the defendant's representative director B were approved.
Accordingly, B, the chairman of the general meeting of shareholders of this case, declared that the agenda of this case was resolved.
(g) At the time of March 31, 2020, the resolution of this case was made.