은행지배구조에 대한 소론

Abstract

When compared to other types of business organizations, banks stand out for their significant external influence and fragmented ownership structures. This lack of controlling shareholder necessitates the board of directors to take on the more dedicated role of supervising executives. To bolster the board of directors' supervising function, it is desirable to increase the board of directors' independence and expertise. A few ways to improve the board of directors' independence include (i) appointing an independent director as the chairman of the board, (ii) not allowing the chief executive officer to impose qualifications on the chairman, (iii) increasing the minimum required number of independent directors, (iv) limiting the term of independent director and (v) limiting the term of the chief executive officer. Several ways to improve the board of directors' expertise include (i) imposing qualifications on independent directors, (ii) restricting independent directors from serving multiple organizations, (iii) providing more support to independent directors and (iv) adopting incentive compensation scheme for independent directors. In addition to these, there is also a need for reconfiguring the organization of executives at banks. Considering the adoption of the bank holding company structure, it appears desirable to allow each bank to determine internally how to manage officers' multiple employment and how to form its board of directors so that it would be able to better accommodate the type of role it plays vis-a-vis its holding company. Moreover, it seems prudent to allow banks to screen and appoint its management personnel on its own to give banks an opportunity to nurture management capacity internally. To strengthen banks' internal supervisory capacity, increasing the power of the audit committee and/or the risk management committee within their respective board of directors may be considered. However the first step toward implementing these options is helping the banking industry participants realize the importance of the board of directors' supervisory function.