임원의 보수규제에 관한 고찰 － 최근의 국제적 동향과 입법례를 중심으로 －
A Study on the Directors' and Executives' Compensation — Compensation, Corporate Governance, and Financial Regulation —
0
조회
0
다운로드
17
인용
0
참고문헌
키워드
초록
The topic of 'Executive Compensation' generates heated discussion in the past decade. Few other issues have generated as much interest in the corporate governance as executive compensation. Major corporate scandals, such as Enron, Worldcom, and Mannesmann, were associated with flawed executive compensation structures and the related generation of perverse management incentives. Shareholder interest in executive compensation has remained acute in recent years. Several legislations and regulations have been enacted in multi-jurisdictions, such as EU, Germany, USA, and Japan. Excessive risk-taking in the financial sector has played an important role in the major financial crisis of 2007-2009. Many people believe that compensation practice at large financial institutions are one factor among that contributed to the financial crisis. The collapse last year of major financial institution run by extraordinarily well-paid executive compensation has brought intense focus to executive compensation. High short-term profits led to generous bonus payment to executives and employees without adequate regard to the longer-term risks they imposes on their firms. These incentives could have encouraged excessive risk-taking. These problem has widely accepted in the aftermath of the financial crisis. These deficiencies call for legislative and official action to ensure that compensation practices in the financial sector are sound. The FSB(Financial Stability Board) Principles for Sound Compensation Practices and Implementation Standards are intended to response to the problem in compensation structure. A promoting legislative approach to reining in executive compensation, such as a mandatory shareholder vote on pay, disclosure on compensation, etc. has been took in multi- jurisdictions. Korean Financial Supervisory Commission(FSC) has also complied the FSB Principles, and korean financial self-regulatory organs have participated in these regulatory responses by making best practice standards on compensation. In contrast, further regulations are still called for in korean executive compensation regime, such as clear and comprehensive disclosure about compensation practices.
Abstract
The topic of 'Executive Compensation' generates heated discussion in the past decade. Few other issues have generated as much interest in the corporate governance as executive compensation. Major corporate scandals, such as Enron, Worldcom, and Mannesmann, were associated with flawed executive compensation structures and the related generation of perverse management incentives. Shareholder interest in executive compensation has remained acute in recent years. Several legislations and regulations have been enacted in multi-jurisdictions, such as EU, Germany, USA, and Japan. Excessive risk-taking in the financial sector has played an important role in the major financial crisis of 2007-2009. Many people believe that compensation practice at large financial institutions are one factor among that contributed to the financial crisis. The collapse last year of major financial institution run by extraordinarily well-paid executive compensation has brought intense focus to executive compensation. High short-term profits led to generous bonus payment to executives and employees without adequate regard to the longer-term risks they imposes on their firms. These incentives could have encouraged excessive risk-taking. These problem has widely accepted in the aftermath of the financial crisis. These deficiencies call for legislative and official action to ensure that compensation practices in the financial sector are sound. The FSB(Financial Stability Board) Principles for Sound Compensation Practices and Implementation Standards are intended to response to the problem in compensation structure. A promoting legislative approach to reining in executive compensation, such as a mandatory shareholder vote on pay, disclosure on compensation, etc. has been took in multi- jurisdictions. Korean Financial Supervisory Commission(FSC) has also complied the FSB Principles, and korean financial self-regulatory organs have participated in these regulatory responses by making best practice standards on compensation. In contrast, further regulations are still called for in korean executive compensation regime, such as clear and comprehensive disclosure about compensation practices.
참고문헌 (38)
- 이철송, "회사법강의, 제18판" (2010), 박영사
- 정동윤, "회사법, 제6판" (2001), 법문사
- 정찬형, "상법강의(상), 제13판" (2010), 박영사
- 최기원, "상법학신론(상), 제18판" (2009), 박영사
- 김건식, "경영자 보수와 기업지배구조", 기업지배구조 리뷰, (33) (2007), 한국기업지배구조개선지원센터
- 금융위원회, "FSB 보상원칙 국내 이행을 위한 업권별 모범규준 마련", ~ (2010)
- 박준, "서브프라임 대출관련 금융위기의 원인과 금융법의 새로운 방향 모색", 국제거래법연구, 17(2), pp.3~57 (2008), 국제거래법학회
- 심영, "금융안정포럼의 성과와 발전방안", 국제거래법연구, 18(1), pp.250~272 (2009), 국제거래법학회
- 임재연, "임원의 보수에 관한 연구", 인권과 정의, (385), pp.33~55 (2008), 대한변호사협회
- 최문희, "理事의 報酬에 관한 規定의 檢討", 법학논총, 24(3), pp.623~650 (2007), 법학연구소
- 최문희, "독일에서의 이사의 의무위반과 배임죄", BFL, (36) (2009), 서울대 금융법센터
- 최병규, "적정한 이사의 보수를 위한 독일의 법개정과 유럽연합권고", 상사판례연구, 22(3), pp.359~395 (2009), 한국상사판례학회
- 江頭憲治郞, "株式會社法, 제3판" (2009), 有斐閣
- 高田剛, "經營者報酬の法律と實務", 別冊商事法務, (285) (2005), 株式會社 商事法務
- 落合誠一, (2009), 商事法務
- 神田秀樹, "會社法" (2008), 弘文堂
- Stephen M. Bainbridge, "Corporation Law and Economics" (2002), Foundation Press
- Stephen M. Bainbridge, "Remarks on Say On Pay: An Unjustified Incursion On Director Authority" (2008)
- Lucian A. Bebchuk, "Pay without Performance-The Unfulfilled Promise of Executive Compensation" (2004), Harvard University Press
- Regulating Bankers' Pay, "Lucian A. Bebchuk", The Harvard John M. Olin Discussion Paper Series, ~, pp.Discussion Paper No. 641 (2009)
- James D. Cox, "Hodge O'Neal, Corporations" (1997), Aspen Law & Business
- "EU-Commission, Recommendation of 14. Dec. 2004, Fostering an Appropriate Regime for the Remuneration of Directors of Listed Companies, 2004", 913, pp.2004, ~
- "EU-Commission, Recommendation on the Role of Non-Executive or Supervisory Directors of Listed Companies and on the Committees of the (Supervisory) Board, 2005", 162, pp.2005, ~
- "Commission of the European Communities, Complementing Recommen- dations 2004", 913, 162, pp.EC As Regards the Regime for the Remuneration of directors of Listed Companies, C (2009) 3779[DOI]
- "Commission of the European Communities, Recommendation on Remuneration in the Financial Services, C(2009) 3159", ~ (2009)
- Understanding Directors' Pay in Europe: A Comparative and Empirical Analysis, "G. Ferrarini", ~, pp.ECGI Working Paper No. 126 (2009), 2009
- G. Ferrarini, "Executive Remuneration in the EU: The Context for Reform", Oxford Review of Economic Policy, 21, pp.304~ (2005)
- FSB, "Principles for Sound Compensation Practices: Implementation Standards", ~ (2009)
- FSF, "FSF Principles for Sound Compensation Practices", ~ (2009)
- Jeffrey N. Gordon, "Executive Compensation: What's the Problem, What's the Remedy? The Case for Compensation Discussion and Analysis", Journal of Corporate Law, 30, pp.675~ (2005)
- 'Say on Pay': Cautionary Notes on the UK Experience and the Case for Shareholder Opt-In, "Jeffrey N. Gordon", The Center for Law and Economics Studies Columbia Law School, ~, pp.Working Paper No. 343 (2009)
- Michael C. Jensen, "Remuneration: Where We've Been, How We Got to Here, What are the Problems, and How to Fix Them", ~ (2006)
- Theodor Baums, "Bericht der Regierungskommission Corporate Governance", ~ (2001)
- Holger Fleischer, "Zur Angemessenheit der Vorstandsvergütung im Aktienrecht(Teil I&Teil II), DStR 30", 2005, 1279 & DStR 31 (2005), ~
- Holger Fleischer, "Das Gesetz zur Angemessenheit der Vorstandsvergütung (VorstAG)", pp.801~ (2009), NZG
- Jürgen van Kann, "Das neue Gesetz zur Angemessenheit der Vorstandsvergütung-Wichtige Reform oder viel Lärm um Nichts?, DStR", Heft, 31, pp.1587~ (2009)
- Ulrich Seibert, "Das VorstAG-Regelungen zur Angemessenheit der Vorstandsvergütung und Aufsichtsrat", pp.1489~ (2009), WM
- Gerald Spindler, "Das Gesestz über Offenlegung von Vorstandsvergütungen", pp.689~ (2005), NZG