호주의 이사 보수 규제에 관한 연구－ 우리법의 문제점과의 비교를 중심으로 －
A Comparative Analysis of Director/CEO Remuneration Regulation in Australia and Republic of Korea
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The regulation of director or CEO remuneration is one of the most controversial topics addressed in corporate governance area today. Coping with a series of excessive remuneration scandal, Australia has had a say-on-pay requirement in place since 2005, starting with a mandatory nonbinding shareholder vote on the remuneration report. Since July 1, 2011, however, the nonbinding vote on the remuneration report was replaced by a binding vote, the so-called two-strikes regime. Under this regime, if 25% or more of shareholders vote against a company’s remuneration report at two consecutive annual general meetings (AGMs), the board is subject to a so-called “spill” motion. If the spill motion receives the support of 50% or more of the company’s shareholders, then a separate general meeting must be called within 90 days at which all directors except for executive directors must stand for re-election. Introducing the two strikes say on pay as well as other regulations such as directors’ report, remuneration committee, and corporate governance principles and recommendations which adopt “if not, why not” approach(same as the U.K. comply or explain), the author applies the Australian legal structures to the Korea regulatory issues on directors’ remuneration. The author also insists the necessity for the revision of Korean directors’ remuneration regulations.
Abstract
The regulation of director or CEO remuneration is one of the most controversial topics addressed in corporate governance area today. Coping with a series of excessive remuneration scandal, Australia has had a say-on-pay requirement in place since 2005, starting with a mandatory nonbinding shareholder vote on the remuneration report. Since July 1, 2011, however, the nonbinding vote on the remuneration report was replaced by a binding vote, the so-called two-strikes regime. Under this regime, if 25% or more of shareholders vote against a company’s remuneration report at two consecutive annual general meetings (AGMs), the board is subject to a so-called “spill” motion. If the spill motion receives the support of 50% or more of the company’s shareholders, then a separate general meeting must be called within 90 days at which all directors except for executive directors must stand for re-election. Introducing the two strikes say on pay as well as other regulations such as directors’ report, remuneration committee, and corporate governance principles and recommendations which adopt “if not, why not” approach(same as the U.K. comply or explain), the author applies the Australian legal structures to the Korea regulatory issues on directors’ remuneration. The author also insists the necessity for the revision of Korean directors’ remuneration regulations.
참고문헌 (15)
- 권상로, "이사보수의 공개에 관한 법적 연구", 한국콘텐츠학회 논문지, 12(10), pp.169~177 (2012), 한국콘텐츠학회[DOI]
- 김화진, "주식회사 이사의 보수와 상법 제368조 제4항의 해석", 저스티스, (102), pp.52~64 (2008), 한국법학원
- 김희철, "이사의 과다보수 환수방안에 관한 법적 연구", 금융법연구, 12(1), pp.143~168 (2015), 한국금융법학회[DOI]
- 김희철, "독일의 상장회사 이사 보수 규제에 관한 연구 -우리법의 문제점과의 비교를 중심으로-", 외법논집, 39(3), pp.141~152 (2015), 법학연구소
- 맹수석, "금융기관 임원의 과도한 보수규제 및 투명성 제고 방안에 관한 연구", 법학논총, 34(1), pp.239~267 (2014), 법학연구소
- 양만식, "상장회사의 임원의 보수공시에 관한 고찰", 금융법연구, 10(1), pp.591~630 (2013), 한국금융법학회
- 최문희, "理事의 報酬에 관한 規定의 檢討", 법학논총, 24(3), pp.623~650 (2007), 법학연구소
- Brian R. Cheffins, "Should Shareholders Have a Greater Say over Executive Pay?: Learning from the US Experience", J. Corp. L. Stud, 1, pp.277~ (2001)
- Brian R. Cheffins, "The Globalization (Americanization?) of Executive Pay", Berkeley Bus. L.J, 1, pp.233~ (2004)
- J. Robert Brown Jr., "Returning Fairness to Executive Compensation", North Dakota Law Review, 84, pp.1141~
- Jennifer Hill, "Corporate Governance and Executive Remuneration: Rediscovering Managerial Positional Conflict", University of New South Wales Law Journal, 25, pp.294~ (2002)
- Kym Maree Sheehan, "The Regulation of Executive Compensation: Greed, Accountability and Say on Pay" (2012), Edward Elgar Pub
- Kym Maree Sheehan, "The Regulatory Framework for Executive Re- muneration in Australia", Sydney Law Review, 31, pp.273~ (2009)
- Randall S. Thomas, "Dodd-Frank’s Say on Pay: Will it Lead to a Greater Role for Shareholders in Corporate Governance?", Cornell L. Rev, 97, pp.1213~ (2012)
- Randall S. Thomas, "The Effect of Shareholder Proposals on Executive Compensation", U. Cin. L. Rev, 67, pp.1021~ (1999)