금융지주회사와 기업지배구조에 관한 법적 고찰

Abstract

Today, as the size of companies is growing and stock market is broadly being diversified, large-scaled corporate groups have been formed. Among such large-scaled corporate groups, holding companies currently universally are established. As a holding company of the kind, financial holding company is a financial group preferentially used as a major means of effective financial restructuring of financial companies since the IMF crisis. This study is to explore improvement strategies in relation to governance structure for financial holding companies to be firimly established in a more stsble manner and ultimately contribute to the enhancement of competitiveness of financial industry. The Financial Holding Company Law was derived from the Fair Trade Act,based on the separation of banking and commerce. However, the separation of industrial and financial capital has applied as an obstacle in promoting stable ownership structure. Therefore an ease in regulation and approach is essential to create an environment that fosters growth of holding companies. To strengthen a management monitoring mechanism that checks the arbitrary operations of financial corporations' managers and controlling shareholders, the independence and specializaton of outside and inside directors must be secured first and foremost. This is because when directors secure independence and objectivity from managers and controlling shareholders, they could supervise managers' business execution efficiently and prevent profit collision between them. In addition to the conception of outside directors, the conception of independent directors who are independent of managers and controlling shareholders must be clarified. And the specialization of outside directors must be secured based on the legal detailed description of their eligibility. The Financial Holding Company Act was amended on July 30, 2009 in order to deregulate the standards concerning the non-banking financial holding company and for the purpose of facilitating mergers and acquisitions and similar affiliations among banks, securities firms, and insurance companies to permit business combinations among these tyes of entites. We should try to watch carefully the movements of the major countries in relation to the regulation of financial institutions. If the finanncial standards of the major conservative, we should also stand the pace of the financial regulation to protect financial consumer in Korea. The legal system of domestic financial corporations governance must be supplemented according to the change of corporate environment in order for business entities to pursue correct corporate morals and win worldwide reliablity. And business entities must consistently make every effort to establish transparent and competitive corporate governance.