주주총회의 내실화를 위한 소고 - 주주총회의 의장, 총회검사인제도를 중심으로 -

Abstract

Despite being the highest decision making department in the company, the general meeting of stockholders is currently not formalized, so directing and controlling management is not realistically functioning. To be effective, various systems need to be realized that incorporate the views of general stockholders in the actual meeting and that also allow for the evaluation and supervision of the board of directors. The decision process at these meetings should be fair, neutral and a third-party, other than the CEO of the actual company, should be chairman. Therefore, the inspection of the general meeting system should adopt a direct method, verified by a third party that ensures a more fair procedure. Currently most of the consensus at the general meeting is fostered by the CEO who often happens to be chairman of this body. There may be a conflict of interest when the CEO of a company has a direct influence on the evaluation of management performance of a company in addition to the setting of executive salaries. It is against commercial law to have a conflict of interest related to a company executive. Therefore, strengthening oversight of the general stockholder meetings can help ensure more neutral and fair proceedings. In the present commercial law, the inspector of the general meeting can be appointed only through minor stockholders (commercial law sector 357 schedule 2). However, appointing an inspector of the general meeting needs to be mandatory and separate from stockholders and executive influence. The introduction of this system may entail a cost, yet the addition of a third-party as chairman of the general meeting will likely be a significant improvement to the current system and alleviate growing criticism.