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FSC Unveils Details of Corporate Value-Up Program

2024.04.23

During the first “Policy Seminar on the Corporate Value-Up Program for the Advancement of the Korean Stock Market” organized by the Financial Services Commission (the “FSC”), the Korea Exchange (the “KRX”) and other related institutions on February 26, 2024, the FSC laid out major initiatives for the Corporate Value-Up Program.

The FSC reportedly took a leaf out of Japan’s playbook, taking into account the Tokyo Stock Exchange’s (the “TSE”) initiatives that were announced in 2023 to support companies trading below Price-to-Book ratio (“PBR”) 1, in order to boost the country’s undervalued stock markets. Particularly, the TSE published the “Action to Implement Management that is Conscious of Cost of Capital and Stock Price” on March 31, 2023 and requested all listed companies in the Prime and Standard Markets to (i) accurately identify their capital costs and profitability, and (ii) if their market value was low (e.g., PBR below 1x), to independently develop improvement plans at their board of directors meetings and disclose them to investors.

Considering the above-mentioned policy direction on corporate value-up, the Korean Government announced it would introduce a Corporate Value-Up Program that reflects the characteristics of the Korean market at (i) a town hall meeting held on January 17, 2024 (Link), (ii) a meeting among the FSC, the Financial Supervisory Service, and securities firms held on January 24, 2024, and (iii) the “Emergency Meeting on Macroeconomic and Financial Stability” held on February 1, 2024. The Corporate Value-Up Program jointly announced by the FSC, KRX and other related institutions on February 26, 2024 is a program that provides the specifics regarding the forgoing plan. The key details of the program are as follows:
 

1.

Encouraging Listed Companies to Voluntarily Pursue Corporate Value-Up Initiatives
 

(1)

Guidelines will be established for listed companies’ voluntary disclosures of their corporate value-up plans.

The KRX will establish and provide advisory guidelines for principles, details, and methods regarding the disclosure of corporate value-up plans so that listed companies can voluntarily develop corporate value-up plans tailored to themselves and disclose and implement them in the mid-to long-term.

According to the above guidelines, listed companies, led by their board of directors, will be advised to draw up mid-to long-term corporate value-up plans every year and voluntarily disclose the plans on their websites as well as the KRX’s website on an annual basis, so their board of directors can play a responsible role as the actual highest-level decision maker for matters relating to business management and administration. Specifically, the disclosures should include (i) the company’s self-evaluation of the adequacy of its corporate value based on multifaceted analyses of its capital costs, profitability, and corporate governance (identifying current status), (ii) mid-to long-term goals (with a term of at least three-years) to improve capital efficiency and their estimated time of completion, (iii) detailed management strategies and the timeline to achieve the goals and connectivity between the goals and plans (preparing plans), and (iv) an evaluation of the implementation of the plans and achievement of the goals and feedback from shareholders and outside investors (evaluating implementation and communicating with investors).
 

(2)

Incentives will be provided to encourage voluntary participation.

To encourage listed companies’ participation in voluntary disclosures as mentioned above, benefits and incentives will be provided as follows: (i) tax benefits, (ii) awards for outstanding disclosure practices, (iii) priority in the selection of exemplary taxpayers (who can enjoy special tax benefits), beneficiaries of R&D tax credit, and participants in the Government’s consulting services in relation to corporate income tax deduction or exemption as well as tax correction claims reviews, (iv) consulting services relating to family business succession, and (v) additional points in the selection of companies with outstanding disclosure practices on the KRX’s website. In addition, listed companies’ status of disclosing their corporate value-up plans will be examined and published on the KRX’s website in detail. Furthermore, the KRX revealed that it would examine whether listed companies have participated in and implemented the Corporate Value-Up Program every May, starting from 2025, and publish a white paper that compiles outstanding disclosure and implementation cases.
 

2.

Assisting Investors in Assessing Best Practice Companies and Making Investment Decisions
 

(1)

A new Korea Value-Up Index will be developed and exchange-traded funds (“ETFs”) will be listed.

The KRX will develop a Korea Value-Up Index composed of best practice companies (i.e., listed companies with proven records of profitability) and companies expected to achieve higher valuation (corporate value-up awardees) and assist investors in evaluating companies’ corporate value-up efforts and achievements for reference in their investment decisions. Specifically, the KRX revealed that it would develop a Korea Value-Up Index composed of listed companies expected to achieve corporate value growth through sustainable profit generation and shareholder return after reflecting feedback from asset managers in the third quarter of 2024 and list ETFs in the fourth quarter of 2024.
 

(2)

Stewardship Code will be revised.

The Stewardship Code Guidelines, which provide for institutional investors’ selection of shares and exercise of shareholder rights, will be revised in the first half of 2024. The Guidelines will state that institutional investors must check whether their contemplated companies have developed and implemented corporate value-up plans and communicate with investors so that investors, including pension funds, could consider companies’ corporate value-up efforts in making investment decisions.
 

(3)

Comparative data of major financial indicators will be published.

Starting in June 2024, the KRX will publish on its website the financial indicators (e.g., PBRs, price earnings ratios (“PERs”), and return on equity (“ROE”)) of all companies listed on the KOSPI and KOSDAQ every quarter and their annual dividend payout ratios and dividend yield ratios every year to provide accurate comparative data of major financial indicators. In doing so, the KRX will not only publish companies’ financial indicators but also provide their rankings in major financial indicators and recent five-year financial indicators data by categorizing them into business sectors according to the Global Industry Classification Standard.
 

3.

Building a Support System for the Corporate Value-Up Program
 

(1)

A dedicated support system will be established.

In February 2024, the KRX established a new dedicated team to continue to support the Corporate Value-Up Program, and on March 7, 2024, it launched an advisory board composed of academia, the investment sector, and companies to support the implementation, supplementation and improvement of the Corporate Value-Up Program. In addition, by June 2024, the KRX will open a new integrated website for the Corporate Value-Up Program in its electronic disclosure system (called KIND) so investors can easily find disclosures related to listed companies’ corporate value-up plans.
 

(2)

The KRX and related institutions will support joint investor relations (“IR”) meetings to encourage participation and hold town hall meetings with listed companies throughout the year.

The KRX revealed that it would encourage listed companies not only to disclose their corporate value-up plans and efforts to implement them, but also to proactively promote such plans and efforts to global investors. The KRX and related institutions will support corporate value-up awardees and companies selected by the advisory board in jointly organizing IR meetings. The KRX will also hold town hall meetings with listed companies in cooperation with the Korea Listed Companies Association (“KLCA”) and KOSDAQ Association throughout the year in furtherance of effective communication with listed companies.
 

(3)

Support will be provided for voluntary disclosures.

In addition to the foregoing, disclosure training will be provided to officers and employees responsible for listed companies’ disclosures to facilitate their understanding of the purposes behind the Corporate Value-Up Program and how to establish corporate value-up plans. Moreover, consulting in respect of establishing corporate value-up plans and English translation services will be arranged for small and mid-sized listed companies.
 

During the First Policy Seminar, the FSC announced that it would receive feedback from companies on the draft details of the guidelines at the upcoming Second Policy Seminar, which will be held in May 2024, and finalize them in the first half of 2024. The KRX also revealed that it will publish the guidelines during the Second Policy Seminar.

Under the Corporate Value-Up Program, undervalued companies with low PBR or PER will be advised to develop, disclose and implement plans to address the undervaluation of their stock price (other than measures to improve performance such as sales and profits). Companies’ managements are advised to pay close attention to the Corporate Value-Up Program as it is attracting significant attention from players in the market.

The Corporate Value-Up Program basically requires listed companies to disclose important information that may influence their stock price and investors’ decisions, including shareholder return, re-capitalization and long-term investments. Those who fail to fulfill such requirement will be treated as having made an incomplete disclosure or having failed to disclose, which may lead to civil, criminal, and administrative liability and penalties based on violation of unfair trade practices under the Financial Investment Services and Capital Markets Act.

Activist shareholders and institutional investors may take this momentum as an opportunity to actively express their opinions on companies’ measures to tackle undervaluation and increase advisory shareholder proposals related to shareholder return policy and re-capitalization. Listed companies are also advised to be aware of such possibility in responding to minority shareholders and operating general shareholders’ meetings.

Considering the TSE’s guidelines suggest using remuneration plans as a sound incentive for sustainable growth by applying profitability and corporate value index when determining executive remuneration, shareholders may eventually raise issues with respect to bonuses that are paid to executives of listed companies depending on the success of the Corporate Value-Up Program.

 

[Korean Version]

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