상법상 근로자이사제 및 사외이사 선임에 관한 논의

Abstract

The opposition party in the Korean National Assembly seems to experiment with various policies and measures concerning the corporate governance structure in the name of leveling the economic playing field. One such experiment is the introduction of a system that has on the corporate board of directors a director that represent the interests of the labor union. Such a system, referred to as Board-Level Employee Representation (BLER) is quite common in Europe. The composition of the board of directors forms the key part of a corporate governance structure and thus, the basics of the composition must abide by law. Corporate governance structure is the key to corporate law and aims to guarantee transparency and make the decision-making structure at corporations more reasonable. Therefore, details related to corporate governance structure are stipulated by law. Employees, too, must also be allowed to become a director or CEO of a firm. But It is different for individual employees and those that have the status as representative of the union. This is because a repre- sentative of the union or a director selected by the union must voice the opinion of the labor union. The participation of a representative of the labor union in the board of directors must be based on a law that is superior in status than the articles of incorporation. In Europe, the participation of employees in management is somewhat universal, but such practices are all based on law. Countries that have recently gone through financial crises are moving towards scrapping entirely or reducing the scope of employee participation in management voluntarily by the corporation. With the EU Securities Enterprise law enacted, a number of corporations are converting to an entity of SE to avoid having to have employees on the board of directors. This author believes that a national consensus first needs to be reached on the issue of whether the economic system in Korea should convert from the existing style of anglo-american capitalism to a European-style social market system. Without such discussion and eventual consensus reached, Korea is likely to encounter issues involving its economic identity. This is due to the fact that the system of BLER does not support or remain compatible with emerging industry sectors such as information technology or venture firms, where institutional inefficiencies in governance towards growth in the industry. Of particular note is the way labor unions operate differently in Europe as opposed to in Korea. Korean labor unions are more protected than their counterparts in Europe, as a way to guarantee their autonomy and independence. Korean trade unions are also more politically driven. These facts undermine the rationale for the argument that Korea should adopt a European BLER system. BLER may also undermine management efficiency, making it chal- lenging for corporations to achieve global competitiveness, restructuring or mergers and acquisitions because key issues associated with these topics are unlikely to reach consensus and resolution by the board of directors. Especially in the case of state-owned companies, privatization is likely to be no longer an option. As such, the corporate board of directors will be unable to operate as it should, leading to disappointing corporate performance. The system of having a board of director representing labor unions is difficult for venture companies or IT firms to adopt as the corporate governance structure is inefficient. For the same reason, it is also difficult to adopt in contemporary corporate activities where the increase in shareholder value and acquiring international competitiveness are priorities. It may be appropriate in Europe where traditional manu- facturing is strong and a social market system is more mainstream, but it is unfit for the U.K., U.S.A., Japan or Korea, countries that all have a capitalist free market system driven by the stock market. In particular, Korea protects the independence of labor unions more so than in Europe, and the political situation in which labor unions are different between Korea and Europe, making it difficult for Korea to blindly adopt the European system.