Solum and Align Partners Asset Management said on Sunday they reached a broad agreement on restructuring the board and raising shareholder value. The two sides agreed to seek bylaw changes at the 2026 shareholders meeting to make a majority of the board independent directors and to staff the internal transactions committee, the independent director nomination committee and the evaluation and compensation committee entirely with independent directors.

As candidates for independent director, they plan to propose Young-jae Seo (서영재), a strategy expert formerly with LG Electronics, recommended by Align Partners, and Young-ho Na (나영호), an e-commerce and distribution expert who previously led Lotte ON. The audit structure will be expanded from 1 standing auditor to 2. The two sides will also push a proposal to appoint Sung-yeol Lim (임성열), a financial expert they jointly vetted, as an auditor.

A conflict over RCPS, or redeemable convertible preferred shares, was also settled for now under the agreement. Align Partners filed a lawsuit in December last year seeking to nullify the share issuance, saying the RCPS issued by Solum could undermine the rights and interests of existing shareholders. It also sought a court injunction to bar the disposal of shares against the RCPS investors.

Chief Executive Seong-ho Jeon (전성호) agreed to allocate 50 percent of the call option shares granted to him as incentives for key executives and employees, following a recommendation by the evaluation and compensation committee. He also agreed not to exercise a pre-emptive right to purchase the RCPS and to create an environment in which the RCPS investors can vote neutrally on key shareholder meeting agenda items, to prevent dilution of existing shareholders' voting rights.

The company also presented specific pledges related to management succession. Jeon said the company will shift to a professional management system excluding related parties after his retirement, and agreed to stipulate this in a corporate governance report to be disclosed later. On a possible spin-off, the agreement includes a condition that it will be pursued if judged suitable for enhancing the interests of the company and shareholders, and that after a split the two companies will be guaranteed independent management without acquiring stakes in each other.

Chang-hwan Lee (이창환), CEO of Align Partners Asset Management, said, "This agreement is a meaningful turning point for raising shareholder value at Solum." He said Solum's corporate potential had not been fully realised and the company had been undervalued in the market, adding that he hopes governance will improve and shareholder value will rise, starting with the agreement.

CEO Jeon said, "I view it positively that Align Partners can empathise with Solum's long-term growth strategy and future vision and that we can design governance improvements together." He said he plans to establish Solum beyond a global ESL No.1 and as a global governance No.1 company, while maximising financial and non-financial performance at the same time to build a foundation for sustainable medium- to long-term growth. The company said CEO Jeon plans to transparently disclose the details of the agreement to the market through related procedures and disclosures.