기관투자자 의결권행사와 기업지배구조 개선과제 - 국민연금의 의결권행사와 관련하여 -

Abstract

In the past, Institutional investors have focused on the passive role such as voting against in the shareholder’s meeting or selling retaining shares for redemption of invested capital to show their dissatisfaction to the managerial policy or managerial achievement, rather than active involvement in the corporate management. It has been continuously suggested that institutional investor’s role should be emphasized to resolve the unique features of corporate governance in Korean conglomerates. Upon the recent Korean Air affair, concerns of the business circles have been arisen that the National Pension Fund would actively participated in the management of companies it has invested. National Pension fund has dual roles, one of which is investor’s role in relation to target-invested companies, and the other position is trustee’s role in relation to pension holders or beneficiaries. The introduction of Stewardship Code has positive aspect to improve the Corporate Governance of the target-invested companies though. It shall have limitation for National Pension fund as a shareholder allowable by current legal frame to exercise reasonable shareholder’s right. It is expected that, by exercising shareholder’s voting right actively, corporate governance of the target-invested company would improve, and the Stewardship will contribute to that improvement. However, more importantly, the secure of independence of the fund should be prioritized. Especially, it is essential to procure independence in exercising shareholder’s right, free of governmental influence. In that aspect, the master plan for corporate governance improvement by National Pension fund should be prepared. If the exercise of shareholder’s right by the fund is controlled by government due to the Pension fund’s structural features, it is not affirmative that the establishment of self-regulated management, investment, or managerial policy could be achieved, despite the probable of improvement of cooperate governance. To exercise appropriate or desirable shareholder’s right for National Pension fund as institutional investor, it is required to secure the independence of exercising shareholder’s right as well as the improvement of corporate governance of National Pension fund itself. In addition to that, the measurement to protect managerial right of the target- invested company, and basic property right of the capitalism should be taken. By doing so, the National Pension fund as shareholder shall become institutional investor welcomed by the general public.