ESG 경영 환경에 따른 기업지배구조의 재조명 - 이사의 신인의무에 따른 ESG 요소 고려 의무화 -

Abstract

ESG is a word that combines the first letters of the English words Environment (E), Society (S), and Governance (G), which means the core element for achieving sustainability in corporate management. Today, ESG can be seen as the evolution of sustainable management and social responsibility, which has become standardized and institutionalized. The reality is that these ESG factors are now positioned as constants rather than variables in corporate management. Under the ESG environment, when investors make investment decisions and companies make management decisions, not only financial conditions but also non-financial factors such as environment (E) and social (S), the governing structure (G) must be considered. Furthermore, the current situation is that the concept of ESG is being used as a comprehensive concept that must consider ESG factors in investment and management. The definition in ESG varies depending on the purpose of establishment of the institution and the characteristics of its business, and the definition may change depending on the different positions of stakeholders. Whatever your position, common keywords in ESG can be explained as investment decision-making, long-term profit generation, financial value, management risk, social responsibility (CSR), and sustainability. ESG can be seen as the normative evolution of sustainable management and corporate social responsibility (CSR). In an ESG management environment, the time has come to consider whether company management should consider only the interests of shareholders, or should also consider the interests of various stakeholders. The interests of diverse stakeholders will only be considered if the enforcement is conscientious and does its best to serve the interests of the company. Above all, if a company’s directors operate without considering ESG factors in relation to the interests of stakeholders, etc., it would be a violation of the director’s duty of selection to the execution of business, or such a duty of selection would be violated. As a criterion for judging whether or not there is a violation, “the issue is whether or not the director’s business judgment principle is applied. From this point of view, regarding the new obligations of directors due to the ESG management environment, regarding the obligation that directors must always consider ESG factors in managing the company, the commercial law and capital market law oblige directors to consider ESG factors. I think it is needed.