2015년 G20/OECD 기업지배구조원칙 개정의 특징 및 주요 쟁점의 비교분석

Abstract

The OECD Principles of Corporate Governance is a public policy instrument intended to assist governments in their efforts to evaluate and improve the legal, regulatory and institutional framework for corporate governance. The objective is to contribute to “economic efficiency, sustainable growth and financial stability.” In practice, this objective is achieved by formulating principles for policies that give market participants sound economic incentives to perform their respective roles within a framework of checks and balances where transparency, supervision and effective enforcement provides confidence in market practices and institutions. The OECD Principles of Corporate Governance were originally developed in 1999, updated in 2004 in the wake of large and disruptive corporate scandals, and again in 2015 drawing upon lessons from the global financial crisis. The most recent update maintains many of the Principles from earlier versions as essential components of an effective corporate governance framework while introducing some new issues and bringing greater emphasis or additional clarity to others. Alignment between the G20/OECD Principles of Corporate Governance and the Korean Corporate Governance Code will reinforce and strengthen the ultimate objective of enabling business to grow and create sustainable value and of upholding investor confidence in Korean capital markets. At this point, I believe that the “comply or explain” rule is an important foundation for the flexibility of corporate governance code in Korea. To support effective disclosure and implementation of corporate governance codes under the “comply or explain” system, KRX should issue a national report reviewing adherence to the code by listed companies. Furthermore, institutional investors are also expected to place adequate pressure to bear to secure improvements in disclosure and implementation of the codes. Thus, we should introduced stewardship codes with an aim to strengthen the role of institutional investors in holding management accountable.