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A BETTER LG Whitebox Advisors Presentation MARCH 2021 www.ABetterLG.com
Transcript

A BETTER LGWhitebox Advisors Presentation

MARCH 2021

www.ABetterLG.com

DISCLAIMER

THIS PRESENTATION IS FOR DISCUSSION AND GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION,SUITABILITY OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENTDECISION. THIS PRESENTATION IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY INTERESTS IN ANY FUND, ACCOUNT OR INVESTMENT VEHICLE MANAGED BY WHITEBOXADVISORS LLC (“WHITEBOX”) AND IS BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF WHITEBOX, AND ARE BASED ONPUBLICLY AVAILABLE INFORMATION WITH RESPECT TO LG CORPORATION (“LG” OR THE “COMPANY”). CERTAIN FINANCIAL INFORMATION AND DATA USED HEREIN HAVE BEEN DERIVED OROBTAINED FROM PUBLIC FILINGS, INCLUDING FILINGS MADE BY THE COMPANY WITH REGULATORS, AND OTHER SOURCES.

THIS PRESENTATION SHOULD NOT BE CONSTRUED AS ASKING OR SOLICITING SHAREHOLDERS OF THE COMPANY TO AUTHORIZE WHITEBOX OR ANY THIRD PARTY TO EXERCISE THEIR VOTINGRIGHTS ON THEIR BEHALF WITH RESPECT TO THE PROPOSALS TO BE PRESENTED TO SHAREHOLDERS OF THE COMPANY AT THE GENERAL MEETING OF SHAREHOLDERS SCHEDULED TO BE HELDON MARCH 26, 2021 (THE “MEETING”). WHITEBOX IS BY NO MEANS SOLICITING OR REQUESTING OTHER SHAREHOLDERS TO GRANT OR DELIVER THEIR PROXIES TO WHITEBOX FOR THEMEETING. SHAREHOLDERS SHALL EXERCISE THEIR VOTING RIGHTS INDEPENDENTLY BASED ON THEIR OWN INDEPENDENT JUDGEMENT AND DECISION MAKING PROCESSES.

WHITEBOX HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION INDICATED HEREIN AS HAVING BEEN OBTAINED OR DERIVEDFROM STATEMENTS MADE OR PUBLISHED BY THIRD PARTIES. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FORTHE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATA OR INFORMATION, WHETHER DERIVED OR OBTAINED FROM PUBLIC FILINGS OR FROM ANY THIRD PARTY, ARE ACCURATE.NO AGREEMENT, ARRANGEMENT, COMMITMENT OR UNDERSTANDING EXISTS OR SHALL BE DEEMED TO EXIST BETWEEN OR AMONG WHITEBOX AND ANY THIRD PARTY OR PARTIES BY VIRTUEOF FURNISHING THIS PRESENTATION.

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS ADDRESSED IN THIS PRESENTATION ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN RISKSAND UNCERTAINTIES. YOU SHOULD BE AWARE THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS.

WHITEBOX SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY MISINFORMATION CONTAINED IN ANY THIRD PARTY FILING OR THIRD PARTY REPORT RELIED UPON IN GOOD FAITHBY WHITEBOX THAT IS INCORPORATED INTO THIS PRESENTATION. THERE IS NO ASSURANCE OR GUARANTEE WITH RESPECT TO THE PRICES AT WHICH ANY SECURITIES OF THE COMPANYWILL TRADE, AND SUCH SECURITIES MAY NOT TRADE AT PRICES THAT MAY BE IMPLIED HEREIN. THE ESTIMATES, PROJECTIONS AND PRO FORMA INFORMATION SET FORTH HEREIN ARE BASEDON ASSUMPTIONS WHICH WHITEBOX BELIEVES TO BE REASONABLE, BUT THERE CAN BE NO ASSURANCE OR GUARANTEE THAT ACTUAL RESULTS OR PERFORMANCE OF THE COMPANY WILLNOT DIFFER, AND SUCH DIFFERENCES MAY BE MATERIAL. THIS PRESENTATION DOES NOT RECOMMEND THE PURCHASE OR SALE OF ANY SECURITY.

WHITEBOX RESERVES THE RIGHT TO CHANGE ANY OF ITS OPINIONS EXPRESSED HEREIN AT ANY TIME AS IT DEEMS APPROPRIATE. WHITEBOX DISCLAIMS ANY OBLIGATION TO UPDATE THEINFORMATION CONTAINED HEREIN.

ALL REGISTERED OR UNREGISTERED SERVICE MARKS, TRADEMARKS AND TRADE NAMES REFERRED TO IN THIS PRESENTATION ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS, ANDWHITEBOX’S USE HEREIN DOES NOT IMPLY AN AFFILIATION WITH, OR ENDORSEMENT BY, THE OWNERS OF THESE SERVICE MARKS, TRADEMARKS AND TRADE NAMES.

UNDER NO CIRCUMSTANCES IS THIS PRESENTATION TO BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY.

2

TABLE OF CONTENTS

Executive Summary

3

Why the Spin-Off Should Be Opposed

Misalignment Between the Controlling Family and

Minority Shareholders

Deficient Corporate Governance Practices

Conclusion: How to Build a Better LG

EXECUTIVE SUMMARYwww.ABetterLG.com

ABOUT LG

LG is a Korean conglomerate primarily comprised of holdings in listed companies and cash

5

Company Snapshot (KRX: 003550)

Founded in 1947, LG is the fourth largest Korean

Conglomerate by market capitalisation

• 87% of its value consists of cash and holdings in listed

companies that have their own management and

Board of Directors

• LG’s operating revenue consists of dividend income

from its subsidiaries, brand royalties and rental income

from subsidiaries

• Key subsidiaries consist of:

• LG Chem: worth 130% of LG’s share price

• LG Electronics: worth 51% of LG’s share price

• LG H&H : worth 50% of LG’s share price

Ownership Structure

The Koo Family holds 46% of LG Corp shares, valued at

KRW 7.4 trillion

• The holding company structure allows the Koo

Family to control KRW 118.8 trillion in publicly

listed assets with its KRW 7.4 trillion investment

LG shares trade at a 66% discount to its asset value

Source: Bloomberg, Morgan Stanley, company data. *LG ownership %. Listed holding values calculated using current market prices. Figures as of 2 March 2021.

LG Corp Sum of the Parts

Businesses

LG CHEM LTD 62,898 30% 20,969 121,519 130%

LG ELECTRONICS INC 24,384 30% 8,209 47,573 51%

LG HOUSEHOLD & HEALTH CARE 23,505 30% 8,000 46,360 50%

LG UPLUS CORP 5,239 38% 1,991 11,538 12%

LG HAUSYS LTD 642 34% 240 1,391 1%

LG INTERNATIONAL CORP 1,048 25% 259 1,500 2%

SILICON WORKS CO LTD 1,090 33% 360 2,089 2%

LG MMA (book value) 50% 115 668 1%

Cash to NewCo 146 845 1%

Other Businesses 2,501 14,492 16%

Brand 2,207 12,787 14%

Property 1,506 8,727 9%

Total Business value 46,503 269,491 289%

Net Cash 1,504 8,716 9%

Total Asset Value 48,007 278,207 298%

LG Corp Market Cap 16,100 93,300 100%

Discount to market value -66% -66%

Value per LG

share (KRW)

% of Share

Price

Market Cap

(KRWbn)

LG

Ownership

Value to LG

(KRWbn)

ABOUT WHITEBOX

Whitebox is a meaningful, long-term shareholder of LG

6

• Whitebox is a multi-strategy alternative asset manager with more than $5.5 billion in assets under management

• Founded in 1999, Whitebox invests across asset classes, geographies and markets through the hedge fund vehicles and institutional accounts it advises

• Whitebox’s Equity team invests in three core strategies, with the largest by assets being holding companies

• Whitebox’s portfolio managers have invested in holding companies in a variety of geographic locations for over three decades (public examples below), making HoldCos a core investment strategy for Whitebox

LG’S SPIN-OFF CREATES A MINI CONGLOMERATE TO BE CHAIRED BY KOO BON-JOON

Non-core assets will be transferred into a new holding company (“NewCo”) and spun off to LG shareholders

7Source: LG, Bloomberg, Whitebox estimates. Figures as of 2 March 2021.

NewCo

Mkt. Cap: KRW 376 billion

LG Corp

Mkt. Cap: KRW 16,100 billion

ELECTRONICS

LG Electronics

LG Display

LG Innotek

Silicon Works

Others

CHEMICALS

LG Chem

LG H&H

Hausys

MMA

Others

TELECOM & SERVICES

Uplus

CNS

GIIR

S&I

International

Others

66%

discounted

ELECTRONICS

Silicon Works

CHEMICALS

Hausys

MMA

TELECOM & SERVICES

International

Net Asset Value: KRW 48,007 billion Net Asset Value: KRW 1,121 billion

LG’s Stated Rationale:1. Portfolio Optimization

2. Value Uplift

3. Partnership

Koo Kwang-mo

ChairmanKoo Bon-joon

Chairman

WHITEBOX STRONGLY OPPOSES THE SPIN-OFF TRANSACTION BECAUSE IT FAILS TO ENHANCE CORPORATE VALUE AND PERPETUATES THE UNPRECEDENTED DISCOUNT TO NAV

8

In our view, the Spin-Off does not achieve its stated objective of enhancing corporate value

– instead, value is sacrificed

The Spin-Off does little to streamline LG, disproportionately sacrificing dividends, royalties and

cash, and creating a new family-controlled holding company

The Spin-Off perpetuates LG’s most pressing issue, which is the unprecedented discount at

which the Company trades relative to its assets

LG’s discount to net asset value (“NAV”) widened to an all-time low of 70% after the announcement

of the Spin-Off proposal, reflecting investor exasperation

The decision to proceed with the Spin-Off reflects poorly on LG’s corporate governance

Despite the universe of potential alternatives and possible unaffiliated transactions, the Board

unanimously approved a plan that we believe sacrifices minority shareholder return in order to

resolve a family succession issue

9

LOCAL MEDIA AND ANALYSTS AGREE THE PRIMARY OBJECTIVE OF LG’S SPIN-OFF IS TO RESOLVE A SUCCESSION ISSUE AND LACKS CONSIDERATION FOR MINORITY SHAREHOLDERS

November 2020

Spinoff to give LG chairman's uncle his own conglomerate

“The spinoff is not unusual for LG considering the

conglomerate’s history of the first son taking on the family

business and handing over subsidiaries to other male family

members, creating an increasingly diverse network of separate

companies run by a very extended family.”

November 2020

“During the Q&A session, the CFO acknowledged that

there is a high chance of a share swap among controlling

family members after the spin-off, and this seems to be

part of LG Group affiliate separation (similar to the GS/LS

group case in the mid-2000s)”

November 2020

“Why are they setting up a new holdco? We think it could be

for the business separation within the major shareholder

family”

“In our view, the brand royalty may decline for LG Corp after

2022 because the new holdco will have a new brand name”

“The potential for capital management talks remains, but we

think its capital management plan announcement will be after

finishing the spin-off process”

December 2020

“The move was considered an initial step for Bon-joon to

establish his own business group”

WE WANT TO HELP BUILD A BETTER LG FOR ALL SHAREHOLDERS AND STAKEHOLDERS

To help urgently restore investor trust and improve the Company’s standing in the investment community, we believe

LG should take the following actions in the near-term:

10

Immediately Abandon the Proposed Spin-Off

LG should cease the current transaction as constructed and delay all succession planning until the share

price of LG more accurately reflects the value of its assets

Establish a Corporate Governance Committee

The Board should create a Corporate Governance Committee – comprised of truly independent directors

with minority shareholder representation – to assess material corporate actions and related party

transactions to ensure all shareholders are treated equally and fairly

Prioritize the Implementation of a Capital Management Plan

The Board should prioritize the implementation of a Capital Management Plan to address one of the

largest discounts to asset value of any major publicly traded company globally – LG’s Capital

Management Plan has been delayed time and again, despite its importance to unlocking corporate value

WHY THE SPIN-OFF SHOULD BE OPPOSEDwww.ABetterLG.com

THE SPIN-OFF AS STRUCTURED IS NOT CREDIBLE

A Spin-Off where one discounted conglomerate is converted into two discounted conglomerates achieves nothing

12

Spin-offs create value for shareholders when:

• The spun off assets are worth more as

independent entities than as part of a

conglomerate

OR

• The surviving company is sufficiently

streamlined through the transaction

The economic benefits of a corporate action –

like the Spin-Off – must be clear because there

are significant costs associated:

• Transaction costs: Advisory fees, legal fees,

potential dis-synergies

• Opportunity costs: Loss compared to more

favorable transactions such as direct

distributions, third party disposals, or other

strategic initiatives

• Reputational costs: Any damage to the perceived

quality of corporate governance tends to be

reflected in a wider discount to NAV

This is not a credible Spin-Off:

• By creating a new mini-conglomerate, LG has

foregone the opportunity to create value

• 98% of LG’s assets remain in situ

THE SPIN-OFF DOES NOT CREATE VALUE FOR LG OR ITS MINORITY SHAREHOLDERS

13

• Spinning off 2% of assets does little to streamline LG

o It is unlikely these businesses are a material draw on management resources

o Three out of four affiliates are publicly listed companies with their own management and Board of Directors

• The creation of a new conglomerate negates any benefit from spinning out independent assets

o We anticipate that KRW 1,121 billion of asset value will trade at a market value of KRW 376 billion, in line with LG’s discount

o Like LG, NewCo will be a controlled entity with the appointment of a family member as Chairman

• The spun-off entities derive from different LG Core Business Areas and have no obvious synergies, raising suspicion that the

transaction as structured reflects the interests of Koo Bon-joon and Koo Kwang-mo

o The Solidarity for Economic Reform issued a report on January 19, 2021, “Analysis of the Effects of Corporate Restructuring,

including Spin-off: Focusing on LG Chem Ltd and LG Corp,” that supports the contention that this Spin-Off is completely unrelated

to the interests of minority shareholders

LG’s purported rationale for the Spin-Off is not credible

~4% of

royalty

revenue

~9% of

cash

balance

~17% of

dividend

revenue

THE SPIN-OFF MATERIALLY REDUCES THE COMPANY’S ABILITY TO INVEST GOING FORWARD

14

The Spin-Off sacrifices

Source: LG, Bloomberg, Whitebox estimates. Figures as of 2 March 2021.

Movement of Assets (KRW billion) Current RemainCo % Total SpinCo % Total

Net Asset Value 48,009.4 46,885.9 97.7% 1,120.7 2.3%

Revenue (FY2019) 874.7 785.3 89.8% 89.4 10.2%

of which: Dividends 476.2 396.6 83.3% 79.6 16.7%

of which: Royalty Revenue 270.6 260.7 96.3% 9.8 3.6%

of which: Rental Income 127.9 127.9 100.0% 0.0%

Cash 1,649.9 1,504.0 91.2% 145.9 8.8%

Though the Spin-Off impacts only 2.3% of LG’s assets, it disproportionately reduces LG’s revenue by 10.2% and cash by 8.8%, reducing its ability to invest in and develop new technologies

NEWCO WILL TRADE AT A SIGNIFICANT DISCOUNT TO THE VALUE OF ITS ASSETS

We believe creating a new controlled entity will cost shareholders KRW 745 billion

15

• NewCo will trade at a significant discount to its NAV due to the nature of the holding company structure

o The average Korean holding company trades at a discount to NAV of 54%

o LG currently trades at a 66% discount to NAV

o Typically, smaller market cap holding companies trade at wider discounts than large, liquid holding companies

• In our view, prioritizing a structure that facilitates an easy transfer of control will result in foregone value of KRW 745 billion

o The quantum of the likely discount means that these assets will be worth 60-70% less in a holding company than they would under diversified ownership

Pro-Forma NewCo

Source: NH Investment report, 11 January 2021. Pro-Forma NewCo calculated as of 2 March 2021.

KRW 745 billion lost

NewCo Sum of the PartsMarket Cap

(KRWbn)

NewCo

Ownership

(%)

Value to NewCo

(KRWbn)

Value per NewCo

share (KRW) % of NAVBusinesses

LG HAUSYS LTD 642 34% 240 3,147 21%

LG INTERNATIONAL CORP 1,048 25% 259 3,394 23%

SILICON WORKS CO LTD 1,090 33% 360 4,726 32%

LG MMA (book value) 50% 115 1,512 10%

Total Business Value 975 12,779 87%

Net Cash 146 1912 13%

Total NewCo Value (NAV) 1121 14,692 100%

Target Discount to NAV -66% -66%

Market Value of NewCo 376 4,927

INVESTORS WERE CLEARLY DISAPPOINTED BY NEWS OF THE SPIN-OFF

LG underperformed the KOSPI by 6.5% on the day the transaction was announced, with the discount to NAV reaching an all-time wide of 70%, confirming the market’s negative view of the Spin-Off

16Spin-Off Announcement

LG’s Discount to NAV

The discount only

recovered after the

announcement of

LG Electronics’ JV

with Magna and the

disposal of the

mobile business

(70)

(65)

(60)

(55)

(50)

(45)

(40)

1/2/2017 7/2/2017 1/2/2018 7/2/2018 1/2/2019 7/2/2019 1/2/2020 7/2/2020 1/2/2021

Source: Bloomberg. Calculated as of 2 March 2021.

MISALIGNMENT BETWEEN THE CONTROLLING FAMILY AND MINORITY SHAREHOLDERSwww.ABetterLG.com

THE MOST URGENT ISSUE LG FACES IS THE UNPRECEDENTED DISCOUNT AT WHICH ITS SHARES TRADE

Korean conglomerates trade at some of the widest discounts to NAV globally, which is widely attributed to a misalignment of interests between controlling and minority shareholders

18

LG currently trades at the widest discount to NAV among its peer group

Source: Bloomberg; CLSA. Calculated as 2 March 2021.

0%

10%

20%

30%

40%

50%

60%

70%

LG SCT Lotte SK KCC Hanwha CJ Doosan LS

Korean Conglomerate Discount to NAV

Average = 54%

DUE TO THE DISCOUNT, SHAREHOLDERS HAVE NOT PARTICIPATED IN THE PERFORMANCE OF LG’S UNDERLYING ASSETS

Despite the impressive performance of LG Chem and LG Electronics over the past three years, LG shares have lagged

19

Value

Gap

KRW

32

trillion

+47%

+5%

Today, there is a KRW 32 trillion gap between the value of LG’s assets and its market capitalization

• LG’s minority shareholders have not

benefitted from the strong underlying

performance of the Company’s assets

• If an investor bought $100 worth of shares in

LG in January 2018, those shares would be

worth $105 today

• If instead, that investor had bought $100 in

the underlying assets of LG, it would be worth

$147 today

• LG shareholders have seen a 5% increase in

the value of their shareholding, despite a 47%

increase in value of net assets

Source: Bloomberg, Morgan Stanley. Rebased to Jan 2018. Calculated as of 2 March 2021.

40

60

80

100

120

140

160

180

NAV Share Price

+47%

+5%

Share Price and NAV Performance*

THE SPIN-OFF HIGHLIGHTS THE CONFLICT BETWEEN THE CONTROLLING FAMILY AND MINORITY SHAREHOLDERS

We believe that the Spin-Off was conceived as a solution to a succession problem – reflecting an agency problem at LG –and that the proposed structure facilitates a change of control of NewCo rather than maximizing corporate value

20

Koo Family and Affiliates

46%

Koo Kwang-mo

15.95%Koo Bon-joon

7.72%

Family

Affiliates

22.33%

Minority

Shareholders

54%

• A share swap may occur post Spin-Off to allow Koo

Bon-joon, the Chairman of NewCo, to increase his

shareholding in NewCo

• Assuming NewCo trades at a similar discount to NAV

as LG, Koo Bon-joon can acquire all of the affiliates’

shares in NewCo with only 12% of his holding in LG

• This would give Koo Bon-joon 46% control of NewCo

and leave him with a 6.8% stake in LG

• The Spin-Off demonstrates a significant conflict

of interest between the Board and LG’s minority

shareholders

KOREAN MEDIA AGREES THE PRIMARY OBJECTIVE OF LG’S SPIN-OFF IS TO RESOLVE A FAMILY SUCCESSION ISSUE

21

LG PRIORITIZING THE PRIVATE INTERESTS OF THE FAMILY UNDERMINES TRUST AND EXACERBATES THE COMPANY’S DISCOUNT TO NAV

The discount to NAV at which a holding company trades is directly related to corporate governance and shareholder value creation

22

If weak corporate governance allows owner

families to favour their own interests over the

profitability of some affiliated companies, it is

rational for investors to pay less for their shares.

If investors anticipate the extraction of private

benefits of control, this will have a negative effect

on the price they are willing to pay for the shares

of the holding company.

We believe the Spin-Off demonstrates LG’s priorities are not aligned with minority shareholders

Explanation for the Holding Company Discount: Theory

and Application, Organisation for Economic

Cooperation and Development (2018)

Explanation for the Holding Company Discount: Theory

and Application, Organisation for Economic

Cooperation and Development (2004)

”””

Source: OECD Economic Surveys: Explanation for the Holding Company Discount: Theory and Application (Korea 2018). Marc Deloof and Marc Jegers (January 2004).

DEFICIENT CORPORATE GOVERNANCE PRACTICESwww.ABetterLG.com

THE SPIN-OFF HIGHLIGHTS DEFICIENCIES IN LG’S CORPORATE GOVERNANCE STANDARDS

24

Rationale for the Spin-Off

Transactions designed to pass corporate assets from one

family member to another may be the norm in Korea,

but this is an unacceptable rationale in most jurisdictions

Board Approval of the Spin-Off

Received unanimous approval from the Board as it was

believed to be the best option for the Company and its

shareholders

Change in Control without Corresponding

Mandatory and Chain Bids

The likely share swap would result in a change in control

at NewCo if Koo Bon-joon increases his holdings over

30%, which is likely since Family Affiliates will own 46%

of NewCo

Though the transaction is small relative to the size of

LG, it took considerable time away from the Board

and delayed other corporate actions that are seen as

crucial to the value of the Company

It is clear to us that selling NewCo assets to a third

party would have resulted in superior returns for the

Company and minority shareholders

In many jurisdictions, this would require a

mandatory bid for NewCo plus a bid for the

underlying subsidiaries under the Chain principle

Source: CG Watch 2018, ACGA and CLSA. World Economic Forum, Morgan Stanley Research.

LG RANKS AS A CORPORATE GOVERNANCE LAGGARD WHEN COMPARED TO GLOBAL BEST PRACTICES AND EVEN DOMESTIC COMPETITORS

25

We believe the decision to spin off these assets

demonstrates that LG’s corporate governance practices:

1. Trail domestic competitors

2. Are not consistent with global best practices

3. Fail to represent the interests of shareholders

At a time when environmental, social and governance (“ESG”) considerations are at the forefront of investors’ minds

LG’S CORPORATE GOVERNANCE PRACTICES TRAIL FAR BEHIND ITS KOREAN PEERS, WHICH HAVE THE WORST ESG RATINGS IN ALL OF ASIA

The Company’s governance profile compares unfavorably to Samsung C&T Corporation (“SCT”) – whose Vice-Chairman JY Lee was just sentenced to two and a half years in prison for bribery

26

LG has a tremendous opportunity to improve its governance profile and lead the way

in Korea for its peers

LG Samsung C&T

Separate CEO/Chairman No Yes

Committees Audit Audit

Independent Director Nomination Independent Director Nomination

Management

Related Party Transaction

Compensation

Governance

Shareholder Advocate No 2 (one Korean, one non-Korean)

Notice period for AGM 15 days 23 days, target for 4 weeks

Foreign Shareholder

notification

English data sent if requested English reference material available on

website and sent to key institutional

investors, standing proxies and proxy

advisory firms

Voting results Published in Compliance Report Disclosed on day of meeting, published on

website

WHEN COMPARED TO GLOBAL BEST GOVERNANCE PRACTICES, LG ALSO DISAPPOINTS

If LG followed global best practices, we do not believe the Board would have approved the Spin-Off

27

Global Best Practice LG Implication

The Board should be chaired by an independent non-executive director (ICGN) Lack of independent oversight and

strategy advisory role

There should be a sufficient mix of directors with relevant knowledge,

independence, competence, industry experience and diversity of perspectives

to generate effective challenges, discussion and objective decision-making

(ICGN)

Unanimous approval of Spin-Off despite

the universe of potential alternatives and

possible unaffiliated transactions

The Board, particularly non-executive directors, should make available

communication channels for meaningful dialogue on governance matters with

shareholders (ICGN)

Shareholder views not considered

Remuneration should be designed to effectively align the interests of the CEO

and executive officers with those of the company and its shareholders (ICGN)

No link to Discount to NAV

Rights of all shareholders should be equal and must be protected (ICGN) Transactions made for the benefit of

certain shareholders

Source: ICGN Global Governance Principles (see here).

CONCLUSION: HOW TO BUILD A BETTER LGwww.ABetterLG.com

WE WANT TO HELP BUILD A BETTER LG FOR ALL SHAREHOLDERS AND STAKEHOLDERS

To help urgently restore investor trust and improve the Company’s standing in the investment community, we believe LG should take the following actions in the near-term:

29

Immediately Abandon the Proposed Spin-Off

LG should cease the current transaction as constructed and delay all succession planning until the share

price of LG more accurately reflects the value of its assets

Establish a Corporate Governance Committee

The Board should create a Corporate Governance Committee – comprised of truly independent directors

with minority shareholder representation – to assess material corporate actions and related party

transactions to ensure all shareholders are treated equally and fairly

Prioritize the Implementation of a Capital Management Plan

The Board should prioritize the implementation of a Capital Management Plan to address one of the

largest discounts to asset value of any major publicly traded company globally – LG’s Capital

Management Plan has been delayed time and again, despite its importance to unlocking corporate value


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