금융위기 이후 임원보수규제의 동향
Recent Trend of U.S. Executive Compensation Regulations after the Financial Crisis
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The underpinnings of the global financial crisis can be traced back to the failure of U.S. financial institutions from the investment of MBS and much of the blame for MBS-generated global financial crisis and the ensuing recession has been placed on financial industry executives who took millions of dollars in bonuses for short-term corporate gains. To address perceived abuses by financial institutions' executives, both EESA and ARRA contain temporary executive compensation and corporate governance restrictions for certain TARP recipients. Specifically, these acts set strict caps on overall executive compensation, set limits on bonuses, ban golden parachutes, allow clawback inappropriately collected compensation, ensure that compensation packages do not encourage executives to take excessive risks, limt the deductibility of executive compensation under IRC § 162(m), and give shareholders a "Say-on-Pay" which give shareholders the right to take advisory votes on executive compensation at firms receiving TARP funds. However, despite U.S. government's effort to curb excessive executive compensation along with all compensation related provisions under EESA and ARRA, I conclude that it is necessary to reform U.S. corporate governance structure in order to improve director independence from CEO and provide shareholders with more say in compensation setting process. Without these fundamental changes, U.S. companies will contin- uously develop another circumventing methods to avoid government's regulations. From this perspective, I recommend that there should be certain debates regarding executive/director compensation reform in Korea because Korean legal system has much more defects than that of U.S. in that there is no mandatory disclosure requirements similar to U.S., in turn, investors have limited access right to the compensation information on executives/directors. In sum, this article suggests that current debates and regulatory efforts in U.S. on this issue provide us with meaningful implication to improve Korean compensation system and corporate governance in the future.
Abstract
The underpinnings of the global financial crisis can be traced back to the failure of U.S. financial institutions from the investment of MBS and much of the blame for MBS-generated global financial crisis and the ensuing recession has been placed on financial industry executives who took millions of dollars in bonuses for short-term corporate gains. To address perceived abuses by financial institutions' executives, both EESA and ARRA contain temporary executive compensation and corporate governance restrictions for certain TARP recipients. Specifically, these acts set strict caps on overall executive compensation, set limits on bonuses, ban golden parachutes, allow clawback inappropriately collected compensation, ensure that compensation packages do not encourage executives to take excessive risks, limt the deductibility of executive compensation under IRC § 162(m), and give shareholders a "Say-on-Pay" which give shareholders the right to take advisory votes on executive compensation at firms receiving TARP funds. However, despite U.S. government's effort to curb excessive executive compensation along with all compensation related provisions under EESA and ARRA, I conclude that it is necessary to reform U.S. corporate governance structure in order to improve director independence from CEO and provide shareholders with more say in compensation setting process. Without these fundamental changes, U.S. companies will contin- uously develop another circumventing methods to avoid government's regulations. From this perspective, I recommend that there should be certain debates regarding executive/director compensation reform in Korea because Korean legal system has much more defects than that of U.S. in that there is no mandatory disclosure requirements similar to U.S., in turn, investors have limited access right to the compensation information on executives/directors. In sum, this article suggests that current debates and regulatory efforts in U.S. on this issue provide us with meaningful implication to improve Korean compensation system and corporate governance in the future.
참고문헌 (28)
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