도드-프랭크법상 보수규제법리와 우리 법에의 시사점

Abstract

As part of the significant financial reform passed by U.S. Congress in the wake of the economic turbulence of the 2000's, the Dodd-Frank Wall Street Reform and Consumer Protection Act(“Dodd-Frank Act” or “Act”) was enacted July 21, 2010 and added a number of provisions regarding Corporate Governance and Executive Compensation. Among others, Dodd-Frank Act imposes new rules relating the above-mentioned issues in the following areas:- Shareholder voting on executive compensation(§ 951), so called Say-on-Pay - Proxy Access (§ 971)- Disclosures as to (i) executive compensation in comparision with financial performance of the issuer and (ii) the ratio of the CEO's compensation to the median compensation of all other employees of the issuer (§ 953)- In the case of certain financial restatement, required recovery of the issuer of amounts paid to its executive officers, so called “Clawbacks” (§ 954)- Compensation committee independence (§ 952)These provisions will impact significantly on actions of corporate board of directors, and particularly compensation committee, in their deliberations on executive compensation. Considering the impact of the Dodd-Frank Act to Korean legal system, particularly to the financial regulations and corporate governance, we also have to seriously take into account of corporate governance reform in the area of executive compensation structure. Under the Korean legal system, there are sufficient theoretical and practical needs to adopt several Dodd-Frank like provisions relating to these issues. From this perspective, in this paper, I claim that we should utilize shareholder proposal system which has been already implemented under the Korean Commercial Code and Financial Investment Services and Capital Markets Act in order to achieve the same purpose of the Proxy Access of the Dodd-Frank Act. In addition, the compensation disclosure system needs to be supplemented through the legal change toward requiring more detailed disclosure regarding high-profile executives. Finally, we should set a standard in order to strengthen the independence of board of directors from the management by way of more actively utilizing the outside director system and audit committee system. We should clearly recognize the legal changes in corporate governance from the traditional director primacy model to the modern shareholder primacy model through the enactment of the Dodd-Frank Act and also should know that this trend already started to make an impact on the Korean capital & financial market and their regulations.