2004년 OECD 기업지배구조원칙 개정의 쟁점사항 분석 및 우리 법제도와의 비교평가

Abstract

This article examines the Korean systems of corporate governance as compared with the OECD Principles, laying stress on some amended issues in 2004. For this purpose, 2004 amended key principles and their sub-principles of the OECD Principles and relevant systems in the Korean corporation laws will be introduced. And this article presents legislative opinions for making good practices of corporate governance in Korea in relation to those issues. Corporate governance deals with the rights and responsibilities of a company’s management, its board, shareholders and various stakeholders. Corporate governance affects market confidence as well as company performance. Therefore good corporate governance is essential to capital and for countries that want to stimulate private sector investment. For these reasons, developed countries such as United States, England, Germany, Japan etc. have researched on the best practices of corporate governance to enhance the efficiency and competitiveness of their own companies since 1980s, and have tried to establish the worldwide standards of corporate governance for the facilities of activities of multinational enterprises. The OECD Principles are the result of these efforts. The OECD Principles were originally issued in 1999 and have since become the international benchmark for corporate governance, forming the basis for a number of reform initiatives, both by governments and the private sector. And the Principles were revised in 2004 to take into account new developments and concerns since 1999. The OECD Principles cover six key areas of corporate governance - ensuring the basis for an effective corporate governance; the rights of shareholders; the equitable treatment of shareholders; the role of stakeholders in corporate governance; disclosure and transparency; and the responsibilities of the board. Korea has had much concern about corporate governance since the 1997 financial crisis, and has undergone innovative changes of its corporate governance framework. The amendments of the Korean Corporation Law since the 1997 financial crisis have especially focused on reinforcing the accountability of directors, enhancing the competence of the board of directors, strengthening shareholder’s rights, and protecting minority shareholders. The great problem of corporate governance in Korea is that there is no proper supervision to the management of controlling shareholders and executives, and they do not take responsibility commensurate with their competence. Therefore to substantially improve governance structure of Korean companies, it needs to strengthen the supervision to the management of controlling shareholders and executives, and introduce the systems that are available to call them to account corresponding with their faults. And it needs to define the range of application of director’s duty of loyalty. Furthermore the discussion on director’s duty of loyalty needs to be extended to the conflicts between controlling shareholder and minority shareholders.