스튜어드십 코드와 기관투자자의 의결권행사

Abstract

The Stewardship Code is a self-regulatory format that sets the responsibilities of a trustee, such as the criteria for how institutional investors exercise to voting rights in the shares of the target corporation. This rule emerged from the 2008 financial crisis in the United States, which drove the world into a state of panic. As the financial crisis of 2008 led to the diagnosis of corporate governance failure and vulnerability and the indifference of minority shareholders, we became aware of the importance of institutional investors' roles and responsibilities. As a result, based on trustee responsibility in 2010, the UK standardized Stewardship Codes that set the criteria for shareholder action, such as the exercise of voting rights of institutional investors in the target corporation. Since then, the norm has been adopted by the Netherlands, Switzerland, Italy, South Africa, Hong Kong and Japan. On December 16, 2016, the Korean steward code "Institutional Investor's Principle of Fiduciary Responsibility" was formulated in Korea as an autonomous norm. In Korea, after the amendment of the "Securities Investment Trust Business Act" in 1998, institutional investors were legally allowed to exercise voting rights in the target corporation. Even so far, institutional investors have remained in the passive mode of 'automatic hand raising machine' or 'neutral voting', rather than exercising voting rights in accordance with aggressive shareholder activism. The introduction of Korean stewardship code is expected to bring about a change in this situation. Institutional investors usually hold large amounts of shares. Given the voting rights exercised by the investee on the basis of these holdings, it would be very influential. Considering the voting rights of the target corporation based on the stewardship code of Korea based on the criteria of the Korean-style code, it can be greatly influenced by the company's managerial structure and active actions. The Korean stewardship code sets seven principles as the criteria for the fulfillment of fiduciary responsibilities, including when institutional investors exercise their voting rights in a company to be invested. Institutional investments such as pension funds, insurance companies, and asset management corporation in Korea are applied by the principle of participation in the adoption of the code. The Korean style code allows the institutional investor to fulfill the responsibilities of the fiduciary, such as the exercise of voting rights. As a result, it is possible to promote the interests of entrusted customers and beneficiaries of institutional investors. This paper argues that the stewardship code, which is astandard for the exercise of voting rights on shares owned by institutional investors, is strengthened by institutional investors' voting rights based on fiduciary responsibilities and the trust fund. It deals with the clarify the significance of the stewardship code, the implications of institutional investor trustee responsibilities, the process of adopting institutional investors' voting rights, the logic of the pros and cons, and the voting standards of the Korean stewardship code 2016. Furthermore, it insists on pushing forward with the stewardship code the forced normalization. In addition to this, it is required to the institutional investors' responsibility to the voting rights, secure independence of institutional investors, improve regulations on institutional investors' voting rights, and review the remaining tasks of the various guidelines. Furthermore, it deals with the convening of the general meeting of shareholders and the improvement of the time procedure of notification for the exercise of voting rights of institutional investors and appropriate judgment. It also deals with the activation of the advisory service system, which can help in the analysis of information.