상장회사의 지배구조 개선을 위한 거래소의 역할 - 상장 및 공시 규정을 중심으로 -

Abstract

The main purpose of the article is to discuss the impact of the changing ownership of, and competition among, stock exchanges on the corporate governance of listed companies. The primary direct contribution of stock exchanges to ensuring sound corporate governance has traditionally been the issuance of listing and disclosure standards and monitoring of compliance with these standards. Other roles performed by stock exchanges have included promoting corporate governance recommendations for listed companies, clarifying existing aspects of the corporate governance framework, monitoring compliance with legislation and subsidiary securities regulation and collaborating with other regulatory bodies. Recent global trends have led to changes in the ownership structure of stock exchanges, which in turn affect the scope of their enforcement responsibilities. This trend towards demutulisation, privatisation and self-listing has raised some concerns regarding the appropriateness of some regulatory functions of stock exchanges. Global trend has been the move to make corporate governance codes or guidelines applicable on a “Comply or Explain” basis. Global regulators, international organizations, and investor coalitions are expressing growing concern that markets lack access to material nonfinancial information that is decision-useful. In this context, the evidence from comply-or-explain based corporate governance code suggests that they offer a useful alternative to both broad-brush ESG reporting mandates on the on hand, and voluntary disclosures that have proven less useful to financial investors on the other. However, Korea remains one of the few markets in Asia where the Corporate Governance Code is not a comply or explain requirement under stock-exchange listing rules. This should be subject to a comply or explain requirement under the listing rules. In Korea, KRX has not played a lading role in developing corporate governance codes and recommendations. KRX should have responsibility for setting up codes based on comply or explain basis.