Kolmar BNH recently noted on the 12th that, regarding the application for a permit to convene an extraordinary general meeting submitted by its holding company Kolmar Holdings to the Daejeon District Court, it is premature to demand changes in the CEO system and board of directors while it is currently pursuing a medium- to long-term strategy for performance turnaround and enhancement of corporate value.
In response to Kolmar Holdings' proposal to convene an extraordinary general meeting to appoint Vice Chairman Yoon Sang-hyun and former CJ CheilJedang Vice President Lee Seung-hwa as inside directors while pointing out the poor performance, Kolmar BNH explained that it achieved sales growth despite the overall stagnation in the health functional food industry over the past two years and recorded the only growth rate in the industry.
In fact, Kolmar BNH achieved a record high performance since its establishment with sales of 615.6 billion won on a consolidated basis last year. Exports also increased significantly, accounting for 37% of total sales based on 2024, and the proportion of overseas sales has expanded.
In particular, the results of the large-scale investment in the Sejong Plant 3, carried out as part of the group's medium- to long-term growth strategy, are becoming visible, and currently, the operating rate of the Sejong Plant 3 is rapidly increasing, and profitability is also improving. Accordingly, it is expected that operating profit will stabilize soon, indicating that the claim of performance decline from Kolmar Holdings is unfounded.
It also refuted the claim for enhancing shareholder value. Kolmar BNH was the only company within the group to be selected as one of the top 100 Korea Value-Up companies last year, and it is currently pursuing a profitability enhancement strategy through the establishment of plans to enhance corporate value, which includes improving return on equity (ROE) and improving return on invested capital (ROIC) through the recovery of capital efficiency based on a three-year medium- to long-term plan. It explained that while large-scale investments for sustainable growth placed a significant burden on short-term performance improvement, it has consistently maintained its shareholder return policy, such as steadily holding firm on dividends.
In addition, Kolmar BNH argued that it is hard to understand that, despite all key management decisions being made in consultation with the holding company and Vice Chairman Yoon Sang-hyun, it is suddenly mentioning 'management normalization' citing past poor performance and stock price decline risks at a time when performance improvements are becoming visible, and questioning the management capabilities of the subsidiary representative who is the younger sister.
It is judged that demands for changes in the CEO system and board of directors are inappropriate at this point. Kolmar BNH has been building not only external talent but also an internal expert group over the years to achieve performance turnaround in accordance with its medium- to long-term strategy and goals. The year 2020, which had a co-CEO system, was a time when both sales and operating profit reached record highs due to the special circumstances of COVID-19, and it entered a recovery trajectory by overcoming structural issues such as the burden of adjusting the business environment and investing for medium- to long-term growth. It emphasized that maintaining the strategic continuity of the existing management is crucial to continue this recovery momentum.
Kolmar BNH expressed concern that requesting a temporary general meeting and replacing inside directors just over a month after confirming the management plan for 2025 and the new board composition through the regular general meeting in March could cause unnecessary confusion among shareholders and the market and could lead to a management dispute. It pointed out that this could hinder the rise in the performance-based value of the corporation and increase market volatility.
Yoon Ye-won, the representative, said, "We are examining various response measures with maximizing the company's corporate value and shareholder value as our top principle, and we plan to respond according to legal procedures," adding that "related discussions should be approached cautiously based on substantive validity."