보험회사의 사외이사 제도의 내용 및 개선방안에 관한 연구

Abstract

Assets for insurance companies is mostly composed of other people’s capital and may have significant effect on the financial systems or national economic infrastructure depending on the insurance company’s financial soundness. Thus, it is inevitable that there will be some intervention against abuse of the major shareholder’s corporate governance and officers’ powers to further public goals such as protection of policyholder rights. Appointments of outside directors must be independent from the influence of major shareholders or CEOs to allow the directors to function properly. Also, proportional exertion of governance rights is needed to overcome the distortion between ownership and governance ratio and to suppress the abuse of powers by the major shareholder. Directors who make up the board must not only be selected by the major shareholder,but be selected from representatives from stakeholders such as employees,policyholders and others. The current practice where directors are selected during the general meeting of shareholders cannot be exempt from the major shareholder’s influence. The number of outside directors who can be appointed by minor shareholders should be calculated by considering the shareholder structure and capital ratio and must be provided independence from the major shareholder or executive officers, so as to allow them to speak on behalf of the company and minor shareholders. Recently, there have been issues raised that executive officers have been in power for long periods and that they have abused their powers. Thus, there is a need to enervate the role of the board of directors which independent directors participate in and to separate the executive and audit functions so that the board can oversee the activities of the executive officers. Also, establishing a system where minor shareholders can request an audit should be considered to respond to wrongful acts committed by executive officers and directors, including independent directors. Under this system, the minor shareholder can request an audit to the company’s statutory auditor, audit committee or to the financial regulator, and request that the result of the audit would be made public. To enhance the outside director’s expertise, there is a need to find and nurture proper candidates who can assist the company in operating the outside director program smoothly. To further this goal, there is a need to establish a human resources management center under each insurance association which receives recommendations, nurtures candidates and recommends candidates pursuant to requests from the companies. This would improve the recommendation and appointment process of outside directors.