금융기관 지배구조 규제의 주요 쟁점과 개선 과제

Abstract

This article is intended to discuss the major regulatory issues under the Act on Corporate Governance for Financial Companies enacted in July, 1995, consolidating various dispersed provisions in the relevant financial laws such as Bank Act, Capital Market Act and Insurance Business Act. This article also reviews the “Guidelines: Corporate Governance Principles for Banks” announced in 2015 by the Basel Committee on Banking Supervision. This article proposes the following: first, a non-executive director should not be allowed, and qualification requirements for directors, internal auditors and executive officers, including knowledge, skills and experiences specialized in financial areas should be put in place; second, an outside director, not an executive director, should be appointed as a chair of the board of directors; third, (i) an outside director candidate recommendation committee, composed of outside directors and a representative of financial consumers and a representative of employees, respectively, should be separately established, (ii) an outside director candidate pool should be administered by a separate independent institution or a financial company association, rather than a financial institution itself, (iii) a cumulative voting system should be mandatory for guaranteeing selection of an outside director candidate recommended by a minority shareholder; fourth, all members of the audit committee should be selected by the resolution of shareholders’ meetings, separated from other director candidates; fifth, the compensation committee should deliberate on remuneration for all members of directors, auditors and executive officers, and an remuneration amount for each director, auditor or executive officer should be publicly disclosed.