임원의 보수에 관한 규제 방향

Abstract

An officer’s remuneration is paid in exchange for his/her job performance so that it should be arranged to the proper and reasonable extent of his/her job performance and that a corporate financial condition should also be considered for the appropriateness of the remuneration. Thus, it is threatened that an excessive arrangement of remuneration of an officer comparing with his/her job performance or the corporate financial condition will cause damages to capital adequacy of the relevant company and losses to shareholders as well as creditors of the company. The level or appropriateness of remuneration of officers may vary depending on corporate internal or outer conditions including the size, business type, culture and economic environment of the company. I assume that the more important issue in arguing for remuneration of the officers is a detailed public announcement of the grounds, the subject and the process of calculation of the remuneration, i.e. of preparation for internal standards containing detailed circumstances relating to remuneration and matters relating to calculation of remuneration reflecting the applicable standards fully. Comparing with legislation cases of advanced countries, Korea’s legislation is still lacking of many aspects in issues as to restraints on and public announcement of remuneration of officers. Under the Korean current system, some companies which are applicable to be the subjects requiring for public announcement of remuneration make public announcement of grounds and methods of calculation of remuneration of their officers. To look into the status of public announcement by many other listed companies, they make formal public announcements only. To supplement such limitation, it is first required to prepare for methods to expand the applicable officers per stage by adjusting the amount of remuneration of officers and calculation standards of the remuneration. In particular, disclosure of remuneration of CEO and CFO is justifiable considering that they make main decisions in corporate management. In U.S.A., it is prescribed that all listed companies should make detailed public announcement of the amount and calculation grounds of remuneration of at least two officers including CEO and CFO. In Korea, the relevant system should be improved in order to make public announcement of top three officers including CEO by establishing internal regulations as to calculation grounds and methods of remuneration of officers of listed companies. In addition, it is necessary to clearly prescribe and supplement describing methods or standards for a form for public announcement of remuneration of an officer. In the event that we keep making all efforts including reinforcement of the level of information disclosure for faithful public announcement of remuneration of officers, we can calm the controversy over the appropriateness of performance-based benefits and remuneration of officers, which is a pending issue.