주식회사 이사의 보수는 규제되어야 하는가?

Abstract

Regulating executive compensation is currently became hot issue in the wake of economic depression of recent few years. Expensive executive-compensation packages, particularly at companies that have performed very poorly were blamed widely. In 2008 the US House had passed a bill addressing shareholder votes on executive compensation,called "Say on Pay", which gives a company’s shareholders a typically non-binding (i.e., advisory) vote on the company’s compensation practices. In the Senate, bills were introduced allowing shareholders to vote on severance agreements and CEO pay. Under the current provision of Korean Commercial Code, director compensation must be approved by shareholders in annual shareholder meeting. Therefore Korea need not to introduce "Say on Pay" vote system. However, Regulating executive compensation is a critical but complex task. Although all measures on executive compensation were taken by SEC and other institutions over the last few decades, CEO compensation increased without cease. Regulating executive compensation by increasing disclosure requirements can be an alternative measure. So, the SEC attempted reform in 2006, amending its executive compensation rules to expand the list of executives who must disclose and requiring issuers to outline all components of compensation in a Summary Compensation Table. I think the disclosure regulations adopted by the SEC are a step in the right direction. In Korea, however, the gap of compensation between executives and general employees is not so steep as that of U.S.A. I think the disclosure requirement by financial authority is enough measure for Korean enterprises, although Executive compensation in Korea does not require detailed disclosure regarding each directors or executive officers.