금융회사의 사외이사 제도

Abstract

The Outside Director System which controls corporate management is designed to enhance transparency and legitimacy in corporate management through reform of the Board of Directors, ensure democratization of organizational management, improve corporate fundamentals and strengthen competitiveness. When the System was first introduced, it was an unfamiliar system. However, although sufficient time has passed to establish the System in the domestic law systems and corporate culture, controversy still lingers over effectiveness and functions of the Outside Director System. In particular,since financial companies have impact on the entire economy, they have been closely observed all the time and under the tougher regulatory environment. This paper reviewed systematical aspects of the domestic Outside Director System of financial companies with focus on laws and regulations and analyzed the System in comparison with relevant recent proposals and regulations of global organizations such as Basel Committee on Banking System(BCBS), Organization of Economic Cooperation and Development (OECD) and Financial Stability Board(FSB) to present measures to improve the System and help the System take firm root in Korea. However, although relevant systems have been considerably established in Korea, the reason for the lingering controversy is a matter of people and their awareness. A system always has limitations. Without a positive understanding of role and functions of outside directors and voluntary efforts, it is difficult for the System to perform its role. In general, it is considered that success of the Outside Director System depends on independence and professionalism of outside directors, sufficient time and their awareness of responsibility. Financial companies are no exception. Of course, it is also recognized that possible system risks,importance of risk management of the Board of Directors and professionalism of outside directors for a better understanding of the financial industry may be more highlighted in financial companies. However,independence should not be compromised for such reasons. Independence of outside directors plays the most important part in enhancing the functions of the domestic Outside Director System of financial companies and helping outside directors perform their roles. Therefore,outside directors should be selected in a transparent and fair manner. Systematic supports and regulations should be established to help independent outside directors selected under this condition supplement their professionalism, invest sufficient time and make a responsible decision.