은행 경영지배구조의 법,제도적 문제점과 개선방안

Abstract

This article is to analyze certain issues on corporate governance for banking organizations in Korea and to suggest some measures for enhancing corporate governance for banks. First, it is suggested that the roles of outside directors for checking and monitoring bank management and large shareholders should be greatly enhanced. For this purpose, (i) a composition ratio of outside directors in the board of directors be increased, (ii) interested parties such as a major shareholder and its specially-related persons be disqualified as outside directors, (iii) a tenure of outside directors be enlarged to 2 or 3 years, and (iv) qualified outside directors having special knowledge and experiences in financial fields be elected. Second, the roles of an audit committee be also enhanced. For this purpose, (i) a standing member should exist in the audit committee, (ii) at least one member should have enough knowledge and experiences in accounting and finance area or field, and (iii) the audit committee should not be under the control of the board of directors, but be equal to the board of directors. In addition, since it is not clear who has the power to elect audit committee members in case of exchange-listed banks, clear provisions should be added in the Bank Act. Further, the following measures should be considered: (i) abolishment of qualification requirements for a compliance officer, (ii) provision of incentives for banks complying well with the internal control standards, (iii) definitions of the scope of bank directors and officers, and (iv) qualification requirements for directors and officers' specialization.