일본 주주총회제도 및 운영 현황을 통한 시사점

Abstract

After global financial crisis, there has been increasing interest in desirable corporate governance structure around the world. The OECD's Corporate Governance Committee announced the revised bills for principles of corporate governance jointly with G20 on September 20, 2015, and suggested exemplary principles to improve corporate governance structure including effective establishment of corporate governance structure and strengthening of shareholders' rights. In Korea as well, the corporate governance structure improvement was presented as the 18th presidential election pledge and national political agenda, and in the 19th and the 20th National Assembly, a number of the amendments in the commercial law for improvement of corporate governance system are proposed. Various bills to for board of directors, audit committee, shareholders' general meeting and protection of shareholders' right are suggested regarding improvement of corporate governance system, but a base to solve problems related to directors and audit committee appointed through shareholders' general meeting can be established once there is a change of shareholders' general meeting. To plan substantiality of shareholders' general meeting to improve corporate governance system in Korea, the shareholders' general meeting system and its operation in Japan were considered. Recently, Japan has made efforts to compensate laws and systems for improvement of corporate governance system actively, and the result of the efforts has brought visible changes, which indicated the necessity of studying shareholders' general meeting system in Japan. Therefore, in this study, Japan's shareholders' general meeting related systems and operation were researched, and the implications for improvement of shareholders' general meetings in Korea were drawn. Among various systems regarding shareholders' general meeting, shareholders' voting rights were focused, and the system that enables shareholders to review bills to exercise their voting right was considered in addition to the methods of exercising voting rights including letter vote and the system related to voting right notice. The improvement direction for the above was also presented.