Proxy adviser ISS backs some Elliott nominees in Hyundai fight

By Liana B. Baker, Svea Herbst-Bayliss and Hyunjoo Jin

NEW YORK/SEOUL (Reuters) - Proxy advisory firm International Shareholder Services on Monday recommended that Hyundai Motor Group investors elect some directors nominated by Elliott Management as the activist hedge fund braces for a showdown with the South Korean conglomerate.

ISS, however, advised shareholder votes against the dividend proposals Elliott has made at automaker Hyundai Motor Co and parts affiliate Hyundai Mobis Co Ltd.

Elliott, the $35 billion New York-based hedge fund, hopes to obtain seats on the boards at the South Korean firms and push for more than $6 billion in dividends, in a bid to address what it considers excess cash and poor corporate governance.

Hyundai Motor and Hyundai Mobis rejected the demands by the U.S. activist investor, making their own proposals for dividends and board nominees.

The South Korean firms will hold separate annual shareholders' meetings on March 22, when shareholders have a chance to vote on the respective proposals made by the companies and Elliott.

At Hyundai Motor, ISS recommended that shareholders vote for two of three Elliott nominees as outside board directors and audit committee members, while recommending votes against some nominees by Hyundai Motor.

At Hyundai Mobis, ISS supported nominees from the supplier and Elliott, recommending that the board expand to 11 directors from nine so both the activist and management slate could be elected.

ISS said that Hyundai Mobis' nominees "may not be enough to counterbalance the founding family's substantial influence over the company, especially considering the magnitude of the company's underperformance," referring to its "missteps" in corporate strategy, operational execution and capital allocation.

ISS said the election of Elliott's nominees could strengthen the company's corporate governance by increasing board independence and oversight.

While the ISS recommendations give Elliott some support before the vote, ISS recommended against the new dividend plan the activist suggested at both companies.

ISS said paying the requested special dividend will make it challenging for Hyundai Motor to meet its future capital requirements for factory investments and research/development.

Elliott said it welcomed ISS' backing of most of its nominees, and Hyundai welcomed the advisory firm's support for the automaker's proposed shareholder return policy.

Shares rose 3.3 percent for Hyundai Motor and 1.2 percent for Hyundai Mobis, beating the wider market's 0.9 percent gain as at 0237 GMT.

ISS recommendations are closely watched by institutional investors for their votes. On Friday, another proxy adviser, Glass Lewis, recommended that Hyundai Motor investors vote against the candidates proposed by Elliott and against the U.S. firm's dividend proposal.

Last year, opposition from Elliott led Hyundai to drop an attempt to overhaul its ownership structure seen as paving the way for father-to-son succession at South Korea's second-biggest family-owned conglomerate.

(Reporting by Liana B. Baker and Svea Herbst-Bayliss in NEW YORK and Hyunjoo Jin in SEOUL; Editing by Matthew Lewis and Christopher Cushing)