국민연금 주주권 행사에 대한 논의와 개선방향

Abstract

As the weakness of corporate governance and the possibility that it may undermine shareholder and enterprise value are on the rise in many domestic and foreign companies, the necessity has been emphasized of fulfilling management monitoring/checking through active exercise of shareholder rights by institutional investors, as a system for substituting or complementing internal governance systems such as the board of directors. Accordingly, under the situation that the awareness of shareholder rights is strengthened mainly by institutional investors and efforts to exercise shareholder rights such as shareholder proposals are increasing due to social conditions, stewardship code has been enacted and implemented for the purpose of enhancing company value through active dialogue with companies, without restricting the role of institutional investors to holding stocks and exercising voting rights. It is recognized that an absence of expression of opinion from a considerable number of domestic institutional investors in exercising their voting rights and a lack of the awareness of the necessity of active involvement activities in order to enhance company value of their invested companies were direct causes of the introduction of 'The Principle on the Stewardship Responsibilities of Institutional Investors', as known as 'the steward code'. The responsibility of the fiduciary in the steward code is not limited to the exercise of voting rights, but comprises active activities capable of checking all of the matters to be regarded important among entire management matters in invested companies such as management strategy, risk management, governance structure and the like, Including shareholder proposals and shareholder litigation. However, this code has not yet been established in Korea, and many problems have been raised in implementing it. In the fundamental background of such a controversy, there is a difference in the position of whether or not it is correct to allow institutional investors to perform the role of an observer who monitors and controls company management, by enabling them to exercise active voting rights. Those opposed to the introduction of the steward code point out that contrary to expectation, management intervention in invested companies may infringe the interests of the invested companies and other shareholders, resulting in deterioration of company value and bring about adverse effects capable of getting company management in trouble such as outflow of a large amount of company funds. In addition, the fact that a lot of economic and social costs will be consumed due to a lack of adequate preparation of laws and institutions obviously contributes to the prevention of the introduction of said code. Actually, companies and institutional investors are concerned about the government's involvement or influence in companies in the wake of the introduction of the steward code. In particular, it is expected that the governance structure of invested companies can be improved through active exercise of the shareholder rights of the National Pension, and the stewardship code can contribute to such improvement. However, prior to the said improvement of governance structure, it is important to secure professionalism and independence in exercising the voting rights of the National Pension. In other words, it is essential to find a way to exercise voting rights independently from the influence of the government. In this regard, measures to improve the governance structure of the National Pension should take precedence. Considering the exercise of voting rights by the National Pension is structurally controlled by the influence of the government, the active excise of shareholder rights through the stewardship code may help improve corporate governance structure, but the management or investment of companies or the implementation of autonomous policies is deemed to be pessimistic. Therefore, in order for the National Pension to excise voting rights as the most respected institutional investor, it is necessary to improve the governance structure of the National Pension and enable it to exercise independently its voting rights. Furthermore, measures should be come up with in order that as an investor, the National Pension can address the concerns of the infringement of management rights and the infringement of property rights - the cornerstone of capitalism.