INFINITT Healthcare, a medical information technology corporation, is pushing for a revised corporate charter that includes strengthening audit eligibility requirements, while some minority shareholders have opposed it, arguing it is aimed at effectively blocking external oversight.
According to the financial investment industry on the 9th, INFINITT Healthcare has submitted a proposal for a charter amendment to be presented at the extraordinary shareholders' meeting scheduled for the 23rd. The proposal includes changing the number of directors from 'at least three' to 'at least three and up to seven,' and changing the number of auditors from 'at least one and up to two' to 'one.'
It also added requirements for auditors. ▲ More than one year of experience with accounting firms ▲ At least three years of experience auditing listed companies ▲ Prohibition of work for other corporations and individual businesses. INFINITT Healthcare stated that this is aimed at enhancing the 'expertise of the audit function.'
However, minority shareholders have claimed that the auditor eligibility requirements are meant to disqualify the candidacy of attorney Heo Kwon (CEO of Heyholder), as the attorney's related experience does not meet the requirements.
Minority shareholders have also raised concerns over the dividend policy. This is because INFINITT Healthcare has not issued cash dividends for over 10 years since 2011. As of the end of March this year, INFINITT Healthcare's retained earnings amount to 132.7 billion won.
On the other hand, minority shareholders explained that the largest shareholder, Solborn, has been paid consulting fees of over 3 billion won annually. Last year, the consulting fee amounted to 3.4 billion won, accounting for 25% of the annual operating profit.
Attorney Heo said, 'INFINITT Healthcare is focusing on investments in exchange-traded funds (ETFs) rather than its core business, and resources are being inefficiently distributed through a family-centered management structure.' He noted, 'This could directly lead to a loss of long-term competitiveness and a decline in market trust,' adding, 'There is a need to restore external oversight functions' and 'a gathering of minority shareholders is necessary.'
INFINITT Healthcare indicated that it plans to introduce provisions for quarterly dividends through this shareholders' meeting, as well as implement a shareholder return policy starting this year. They also stated their intention to establish a new provision in the charter for 'special provisions regarding the approval of financial statements,' allowing for swift and efficient implementation of the dividend policy through board resolutions.