韓·中 상장회사의 경영지배구조에 관한 비교법적 연구 - 회사의 기관구조를 중심으로 -

Abstract

The relationship between Korea and China has been rapidly developing since Korea-China Summit Talk in November 16, 2005. At present the mutual exchanges between Korea and China are very active not only in economic activities, but also in the political, social and cultural aspects. Recently, Korea and China governments have been discussing about conclusion of the free trade agreement(FTA). Under such big changes of circumstances, it is meaningful to study on the law of corporate governance of listed companies between Korea and China in the comparative perspective for the mutual harmonization of the legal system in the future. In Korea, at the past 15years, a variety of systems on the aspect of corporate governance have been introduced and improved in the Commercial Act. On the basis of traditional system of shareholders' meeting, board of directors and auditors, through mandatory appointment of outside directors in the board of directors and introduction of audit committee, the oversight on the management of the executive directors was enhanced in the listed companies. In China, the pace of economic change has been rapidly developing since the start of economic reform. In the early 1990s, the government implemented a wide range of reforms into the state-owned enterprises with the objective of improving its efficiency. Since then many state-owned enterprises have been transformed into stock corporations and listed on the Stock Exchanges. Meanwhile, the Company Law was promulgated in 1993, which was partly based on the characteristics of socialism, but it was substantially changed subject to the form of modern company law. Since then, the regulatory institutions and relevant regulations and laws were implemented. Especially the Company Law was amended again in December 28, 2013. However, By 2012, there were 2,494 companies listed on the Stock Exchange in China, with total market capitalisation of more than RMB 1.06 trillion. Despite of the rapid growth, the questions about irrational share structure, the formalization of shareholders’ meeting and board of supervisors, insider controlling phenomenon and the imperfect market mechanisms have been very seriously raised. This article examines the law of corporate governance of listed company between Korea and China, and compares and analyzes its similarities and differences in the comparative perspectives.