Naver and Kakao will hold regular shareholder meetings on March 23 and 26, respectively, to reshuffle their boards and formalise their artificial intelligence (AI) businesses. With the meetings coming right after both firms posted record-high results, the agenda is being read as a signal of their future management direction rather than a simple procedural step. Naver is moving to place its financial control tower at the forefront of its board, while Kakao is set to pursue speed with a slimmer board.

Naver: CFO to join board for first time in 10 years, laying groundwork for bigger M&A

According to the industry on March 5, the key agenda item at Naver's meeting is the appointment of CFO Kim Hee-cheol (김희철) as an inside director. It will be the first time a CFO has joined Naver's main board since former CFO Hwang In-joon stepped down in February 2016, about 10 years ago. Replacing outside non-executive director Byun Dae-gyu, who is leaving as his term expires, the board will shift from seven members to a structure of three inside directors and four outside directors.

The background to the appointment is an aggressive mergers and acquisitions (M&A) stance that has gathered pace since Chairman Lee Hae-jin returned. After acquiring the remaining stake in Wallapop last year and making Dunamu a wholly owned subsidiary, Naver has also flagged further M&A this year in physical AI, fintech and Web3. Putting the CFO on the board during a phase of increased investment is being read as a signal that responsibility for funding execution and risk management will be shared at board level rather than solely within management.

The process also leaves Naver with a pile of financial issues, including follow-up work after merging Naver Financial and Dunamu and managing concerns about shareholder value dilution. With criticism that Naver Financial was overvalued in deciding a merger exchange ratio of 1 to 2.54, follow-up communication with shareholders and defending valuation are immediate tasks for Kim.

Naver's board said the reason for recommending him was that he is the right person to support rational decision-making at a time when both global investment strategy and financial soundness are required.

Kim already serves concurrently as an outside non-executive director and in other roles at 11 domestic and overseas affiliates, acting as a financial hub for the group. In 2025, when he took office, Naver posted record-high consolidated results with revenue of 12.04 trillion won and operating profit of 2.21 trillion won. He has been assessed as having maintained financial soundness even as large M&A deals continued.

A bylaw revision is also in focus. It includes explicitly adding "shareholders" alongside "the company" as the subject of directors' duty of loyalty. That formally establishes, at board level, a responsibility to directly consider shareholder interests in management decisions. In line with a revision to the Commercial Act, a clause excluding cumulative voting will also be deleted. That amounts to the return, for the first time in 10 years, of a mechanism allowing minority shareholders to place their preferred candidates on the board.

Naver will raise the cap on directors' remuneration to 10 billion won from 8 billion won. It cited greater payment volatility due to a higher share of stock-based compensation for the chief executive officer (CEO) and CFO, and record-high results as grounds for the increase. The 2025 dividend per share was set at 2,630 won, more than double the previous year's 1,130 won. Combining tighter governance responsibility with a higher dividend is interpreted as a measure to manage shareholder trust during a period of expanded investment.

Kakao: Jeong Shin-a's second term to begin, board cut and AI push accelerated

The focus of Kakao's shareholder meeting is confirming CEO Jeong Shin-a (정신아) for another term. Since taking office in March 2024, Jeong cut the number of affiliates to 94 from 132, or about 30 percent, and lifted 2025 consolidated operating profit by 48 percent, achieving the company's highest-ever results with revenue of 8.1 trillion won and operating profit of 732.0 billion won. Kakao's board approved the reappointment agenda item on Feb. 11 and submitted it to the meeting. If reappointed, her term will be extended by 2 years, until the date of the 2028 shareholder meeting.

In the second term, Jeong's focus shifts from "reform" to "growth". AI monetisation and investment performance are key tasks. After signing successive partnerships with OpenAI and Google, Kakao plans to launch "Kanana in KakaoTalk" in the first quarter this year and speed up the expansion of AI agent features. At this meeting, it will formally add three AI-related business purposes to its bylaws, including "AI development and utilisation business". It is the first procedural step for Kakao to codify AI as a core business.

Kakao will cut its board to six members from eight. Inside director Cho Seok-young and outside directors Choi Se-jeong and Park Sae-rom will step down as their terms expire, and Kim Young-joon of Korea University's Graduate School of Management of Technology will join. Kim is assessed as having expertise in both management of technology and financial economics, with a PhD in economics from George Washington University and a master's degree in finance from Harvard University. The share of outside directors will rise to 67 percent from 62.5 percent. The move is viewed as an effort to improve decision-making efficiency by reducing the board's size as Kakao seeks to accelerate efforts to find growth engines after moving past a reform phase.

On shareholder returns, Kakao will retire 1,420,723 treasury shares, or 0.32 percent, acquired in the Kakao M merger process. It will also transfer 100.0 billion won from capital reserves to retained earnings to use as a source for tax-free dividends. That has the effect of paying individual retail shareholders the full dividend amount without withholding tax. The dividend per share was set at 75 won, up 10 percent from 68 won the previous year.

Ultimately, the shareholder meetings at both companies are being read as a package in which they use improved performance as a base to realign their boards, lock AI strategies into their bylaws and bolster legitimacy with shareholder returns.

Naver put its financial chief on the board to match an expanded M&A phase, while Kakao chose to raise execution speed by reducing the size of its board rather than continuing reform tasks. While the structural overhaul will be completed at these meetings, both companies still face the task of delivering AI service monetisation results within this year even after the meetings.

An industry official said, "Both companies are following steps to fix up their boards and governance structures based on improved performance and to add justification to their AI businesses." The official added, "This shareholder meeting will be a turning point, but the real evaluation will be decided by whether AI services are monetised within the year."