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Unwavering commitment to
investors’ interest
Unwavering
commitment to
investors’
interest

Stewardship Code

Our foremost priority is placed on investors’ best interest through portfolio companies’ sustaining value growth

Based on the seven principles specified in "Principles on the Stewardship Responsibilities of Institutional Investors" published by the Korea Corporate Governance Service on December 16, 2016, JKL Partners Inc.("JKL Partners") has arranged the "JKL Partners' Stewardship Code" which contains its own stewardship responsibilities. JKL Partners' Stewardship Code was enacted on May 24, 2017.

Principle 1. Institutional investors, as a steward of assets entrusted by their clients, beneficiaries, etc., to take care of and manage their assets, should formulate and publicly disclose a clear policy to faithfully implement their responsibilities.

JKL Partners confirms that the firm holds the stewardship responsibility of maximizing the Limited Partners'("Investors") profitability for each private equity fund raised and managed by JKL Partners("JKL Funds").

JKL Partners is a General Partner registered under Article 249-15 of the Financial Investment Services and Capital Markets Act in order to operate the management-engaging private equity funds established under Article 249-10 of the Financial Investment Services and Capital Markets Act. By actively engaging in the management and operation, we strive to achieve sustainable growth and develop the long-term value of portfolio companies.

JKL Partners' commitment to the fulfillment of the stewardship responsibilities is embodied in the entire decision-making process, including investment, management, and exit. Such process of JKL Partners is for a comprehensive consideration of portfolio companies, which includes not only the quantitative factors such as financial performance and structure of portfolio companies but also the qualitative and non-financial matters such as management strategy, quality control of portfolio companies' goods and services, governance, environmental and social impact.

Most of JKL Partners' investments are made by actively participating in the management of unlisted companies in Korea. In the case of unlisted portfolio companies, JKL Partners generally appoints a member of the board of directors or management body to directly monitor and participate in the management.

JKL Partners also invests in listed companies in Korea, and will invest in listed companies if necessary, in order to increase the profits of Investors in the future. In the case of listed companies in Korea, JKL Partners appoints a board member of listed portfolio companies or continuously communicates with the board members and management to induce portfolio companies to achieve sustainable growth and increase the long-term value of Portfolio Companies. If situation warrants it, JKL Partners takes various measures stipulated in this Code, including but not limited to a shareholder's proposal, to fulfill stewardship responsibility.

Principle 2. Institutional investors should formulate and publicly disclose an effective and clear policy as to how to resolve actual or potential problems arising from conflict of interest in the course of their stewardship activities.

JKL Partners recognizes that it is crucial to identify and resolve actual and potential conflicts of interest in the operation of JKL Funds.

JKL Partners proactively identifies potential conflicts of interest by defining two types of conflicts of interest that may arise during the operation of JKL Funds.

  • (1) Conflict of interest between JKL Partners(including investment professionals, affiliates of investment professionals and affiliates of JKL Partners, hereinafter referred to as "JKL Partners et al.") and Investors of JKL Funds
  • (2) Conflict of interest between Investors of JKL Funds

For each conflict of interest, JKL Partners will comprehensively consider the following possibilities to identify the conflict:

  • (1) When all or part of JKL Partners et al. may incur financial gains or avoid losses while damaging Investors of JKL Funds
  • (2) When JKL Partners et al., may provide more favorable benefit (including tangible and/or intangible benefit) to specific Investors compared to the others

JKL Partners, an independent private equity fund manager with its investment professionals holding a majority stake, believes that JKL Partners et al.'s interest is in line with the interests of Investors, and therefore the possibility of the first type of conflict of interest is low.

Nevertheless, in the case that JKL Partners recognizes that our investment professionals may cause a conflict of interest, JKL Partners prohibits such the professional's behavior in the first place. Such behavior will be allowed only if our compliance team can figure out reasonable steps to ensure that Investors' interests are not violated and JKL Partners can obtain the consent through the general meeting of Limited Partners of JKL Funds concerned.

Principle 3. Institutional investors should regularly monitor portfolio companies to enhance their mid- to long-term value and thereby protect and raise their investment value.

JKL Partners makes sure that our investment professionals take responsibility for monitoring portfolio companies during the investment period. The investment professionals are required to report the results of the monitoring to a regular portfolio monitoring meeting of JKL Partners and, if necessary, report to Investors of JKL Funds.

JKL Partners, as a General Partner of a management-engaging private equity fund, have our investment professionals, as board members or members of the management team of portfolio companies, actively participate in and monitor the management of portfolio companies. The investment professionals also have regular or ad hoc meetings with the board members of portfolio companies to gather necessary information and conduct consultation.

JKL Partners' close monitoring of portfolio companies is an important foundation for post-investment management. The purpose is to identify issues that require more in-depth management at an early stage so that portfolio companies can achieve sustainable growth and achieve long-term value growth.

The management matters subject to our monitoring are not only quantitative and financial matters such as management performance and financing structure but also the qualitative and non-financial matters such as management strategy, quality control of portfolio companies' goods and services, corporate governance, environmental and social impact. The level of JKL Partners' monitoring of portfolio companies holistically takes into account the size of the investment, complexity of the nature of the business, and the challenges and risks to be addressed.

For such activities, JKL Partners invests in publicly traded companies and, in the event of the "Duty to Report on Stocks, etc. Held in Bulk" under Article 147 of the Financial Investment Services and Capital Markets Act, JKL Partners makes a public announcement to "exercise an influence on the issuer’s business control"(Article 147, Financial Investment Services and Capital Markets Act).

The investment professionals of JKL Funds will not violate Article 174 of the Financial Investment Services and Capital Markets Act using undisclosed information obtained from listed portfolio companies.

Principle 4. While institutional investors should aim to form a consensus with portfolio companies, where necessary, they should formulate internal guidelines on the timeline, procedures, and methods for stewardship activities.

JKL Partners is a General Partner of management-engaging private equity funds and strives to form a consensus with portfolio companies on major management matters by directly appointing board members or consulting regularly or on an ad hoc basis with the board members and management.

In the case of buyout investments, JKL Partners directly appoints the board members and members of the management to ensure that JKL Partners' view is properly reflected in the management of portfolio companies. In the case of minority investments, JKL Partners maintains close cooperative relationships with the board of directors and the management to ensure that JKL Partners' view is properly reflected in the management.

Despite such efforts, if JKL Partners is unable to address the concerns in sustainable growth and long-term value-creation, JKL Partners considers taking the following actions:

  • (1) Continue close consultation with board members and management of portfolio companies
  • (2) Exercise voting rights as a board member in a board meeting
  • (3) Exercise proposal rights as a shareholder in a meeting of shareholders
  • (4) Call for the Extraordinary General Meeting of shareholders
  • (5) Exercise of voting rights at the general meetings of shareholders
  • (6) Exercise all possible rights as shareholders as permitted by Korean law.
Principle 5. Institutional investors should formulate and publicly disclose a voting policy that includes guidelines, procedures, and detailed standards for exercising votes in a faithful manner, and publicly disclose voting records and the reasons for each vote to allow the verification of the appropriateness of their voting activities.

JKL Partners exercises the voting rights after carefully reviewing the agenda of the shareholders' meeting for all voting rights held by JKL Funds and clearly expressing its consent or objection.

JKL Partners' voting rights are exercised based on whether the agenda contributes to the best interests of Investors through sustainable growth and the creation of long-term corporate value of Portfolio Companies.

JKL Partners' decision to exercise voting rights is based on the judgment of JKL Funds' investment professionals based on the information collected per Principle 3, without resorting to external advisory services.

JKL Partners will report in writing to Investors through the regular general meetings of the Limited Partners on the execution of the voting rights. Given that JKL Partners is a General Partner of private equity funds, such information will not be disclosed to the general public.

If JKL Partners' practice of voting rights causes a conflict of interest, JKL Partners will prevent or resolve the possibility of such conflict through the procedures defined in Principle 2.

Principle 6. Institutional investors should regularly report their voting and stewardship activities to their clients or beneficiaries.

JKL Partners recognizes the importance of ensuring accountability in the entire process of JKL Funds' operations. JKL Partners strives to ensure that voting rights and fulfillment of stewardship responsibilities are consistent with JKL Partners' Stewardship Code.

To this end, JKL Partners will report to Investors in writing about JKL Partners' practice of voting rights and fulfillment of stewardship responsibilities at the regular general meeting of the Limited Partners.

In addition, JKL Partners shall, if deemed necessary for the faithful implementation of the stewardship responsibilities, report relevant matters and hear the opinions of Investors to the extent permitted by the Financial Investment Services and Capital Markets Act.

Principle 7. Institutional investors should have the capabilities and expertise required to implement stewardship responsibilities actively and effectively.

As a General Partner of a management-engaging private equity fund, JKL Funds' investment professionals have accumulated long-term, successful experiences and expertise throughout their careers in management of portfolio companies, corporate mergers and acquisitions, governance improvement, corporate restructuring, and financial advisory.

JKL Partners' team members maintain various professional certifications, including KICPA, Attorney-at-Law (New York), Capital Market Certificates(CFA, Foreign Exchange Manager, Management Specialist, Futures Trading Advisor, US/Korea Financial Risk Manager), and Authorized Public Attorney (Korea), which serve to fulfill our responsibilities.

JKL Partners supports our personnel to participate in Continuing Professional Education and Professional Development Program so that they can maintain the competence and expertise necessary for the faithful implementation of stewardship responsibilities.

JKL Partners will continue to ensure the team's capability and expertise necessary for the faithful implementation of stewardship responsibilities. JKL Partners will also continuously discuss with JKL Funds' Investors to improve and develop our firm's expertise and capability.

For more information on JKL Partners' Stewardship Code, please contact:
Wonjin Choi Young Eun Park Na Yeon Kim
stewardship@jklpartners.co.kr +82-2-2016-5900
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