주주제안권의 실효성 제고를 위한 개선방안 검토

Abstract

In the course of overcoming the IMF foreign exchange crisis, the Commercial Act, revised in 1998, introduced shareholders’ rights to make proposals to improve corporate governance and enhance management transparency. Contrary to expectations, however, the use of shareholders’ rights to make proposals was poor, due to the imperfections contained in the relevant regulations. Thus, in this paper, I identified the problems contained in the regulations on the requirements and the effect of the shareholders' proposal rights, and based on them, sought a reasonable improvement plan to improve the effectiveness of the shareholders’ proposal right. First, the measures to improve the effectiveness related to the requirements of shareholders’ proposal rights are as follows. 1) The current equity requirements should be relaxed, and the Act on Corporate Governance of Financial Companies should be defined in the same way as the Commercial Act, and the retention period of the equity requirements should be clarified. 2) The criteria for judging equity requirements should be revised to the total number of voting-issued stocks, and shareholders should grasp it as a concept of ownership, and accept another standards based on the amount of money or the number of shares. 3) Whether or not the stock holding period (continued from 6 months ago) must be verified, the proposed shareholder must prove it, and even in the case of unlisted companies, the stock holding period should be limited. 4) Shareholders should be allowed to freely choose between the general and special provisions for listed companies regarding shareholders’ proposals. 5) In Article 363-2 of the Commercial Act, the phrase “six weeks before the date of the general meeting of shareholders” shall be deleted, and the leaflet of paragraph (3) shall also be amended. Second, the measures to improve the effectiveness related to the effect of shareholders’ proposal rights are as follows. 1) The director’s reporting obligation to the board of directors regarding the exercise of the subject matter should be clarified, and the proposed shareholder should be notified of whether or not the board of directors proposes an agenda item at the general shareholders’ meeting within a certain period after the shareholders’ proposal is exercised. 2) Article 635 (1)-21 of the Commercial Act on the disposal of fines shall be amended. 3) The chairman of the general shareholders’ meeting should be informed of the shareholders' proposals at the general shareholders' meeting and give the shareholders who exercised the right to propose shareholders an opportunity to explain the bills. 4) The reasons for the board’s rejection of shareholder proposals should be deleted as there is no validity except for some. 5) There should be legislative supplementary measures to prevent the board's unreasonable rejection of the shareholder’s proposal or the modification of the proposal. 6) It is necessary to clarify the relationship between the shareholders’ proposal right and the stock ownership reporting system. 7) In the case of shareholder proposals regarding the appointment of directors, the type of director should be clearly stated.