理事會 活性化를 위한 理事選任 方法 (A study of an impartial voting system of appointing to nominate a director for effective functions of a Board)

서지정보

· 발행기관 : 한국기업법학회
· 수록지 정보 : 기업법연구 / 22권 / 1호 / 177 ~ 207페이지
· 저자명 : 하창효

초록

Enron, the US’s seventh largest firm, has recently collapsed, as its executives were found guilty on conspiracy, fraud, and other relevant charges. They were also accused of lying to the Enron’s investors regarding its financial problems and accounting irregularities. Consequently, the reliability and trust that all the shareholders had previously upheld became unstable, and then most of the Enron’s shareholders rushed to sell their market shares worth millions of dollars before the stock tanked.
This event has raised a number of important questions especially for shareholders. It is imperative for shareholders or investors to look into feasible rationale of how executives would have done differently to save the company; however, the major key issue is the possibility of shareholders fully participating in nominating a council as representative of a corporation. Particularly in Korea, however, a CEO of a corporation usually is considered as the controlling shareholder and is likely to have the strongest influence on council nominations. The CEO tends to maximize the council’s capabilities under his/her authority possibly for illegitimate company transactions or such without much concern of other shareholders’ opinions. This type of council nomination can eventually deteriorate the credibility that shareholders hold. This is one of the crucial reasons why shareholders should be involved in selecting their own council possibly representing their opinionate remarks and suggestions for company enhancement in an impartial practice. An election, however, should be conducted based on the majority voting system instead of the plurality voting one.
Arranging an appropriate voting system is proven to be critical as it can better develop corporate governance. Although there is a variety of voting systems established around the world, major corporations prefer to use the plurality voting system for their council nominations. A plurality standard refers to as the directors with only one “for” vote in contrast to all other votes with “withheld”.
The majority voting system has its pros and cons; it could provide a more democratic process of council nomination and increase the accountability of nominees, but it could also produce a failed election ). Failure to elect certain directors could result in a corporation's inability to comply with commercial and stock exchange rules, and other relevant matters.
As mentioned above, there may be some possible negative consequences, but these can be ameliorated by applying holdover-rule, board post-election action options, and director resignation policies. In sum, it is reasonable to maintain that the majority voting system is the most appropriate method to select a council and should be operated to generate proper and reliable functions of board. Furthermore, corporations need to take all the positive and negatives matters into consideration before actually developing their own voting system that can fit best into their circumstances.

영어초록

Enron, the US’s seventh largest firm, has recently collapsed, as its executives were found guilty on conspiracy, fraud, and other relevant charges. They were also accused of lying to the Enron’s investors regarding its financial problems and accounting irregularities. Consequently, the reliability and trust that all the shareholders had previously upheld became unstable, and then most of the Enron’s shareholders rushed to sell their market shares worth millions of dollars before the stock tanked.
This event has raised a number of important questions especially for shareholders. It is imperative for shareholders or investors to look into feasible rationale of how executives would have done differently to save the company; however, the major key issue is the possibility of shareholders fully participating in nominating a council as representative of a corporation. Particularly in Korea, however, a CEO of a corporation usually is considered as the controlling shareholder and is likely to have the strongest influence on council nominations. The CEO tends to maximize the council’s capabilities under his/her authority possibly for illegitimate company transactions or such without much concern of other shareholders’ opinions. This type of council nomination can eventually deteriorate the credibility that shareholders hold. This is one of the crucial reasons why shareholders should be involved in selecting their own council possibly representing their opinionate remarks and suggestions for company enhancement in an impartial practice. An election, however, should be conducted based on the majority voting system instead of the plurality voting one.
Arranging an appropriate voting system is proven to be critical as it can better develop corporate governance. Although there is a variety of voting systems established around the world, major corporations prefer to use the plurality voting system for their council nominations. A plurality standard refers to as the directors with only one “for” vote in contrast to all other votes with “withheld”.
The majority voting system has its pros and cons; it could provide a more democratic process of council nomination and increase the accountability of nominees, but it could also produce a failed election ). Failure to elect certain directors could result in a corporation's inability to comply with commercial and stock exchange rules, and other relevant matters.
As mentioned above, there may be some possible negative consequences, but these can be ameliorated by applying holdover-rule, board post-election action options, and director resignation policies. In sum, it is reasonable to maintain that the majority voting system is the most appropriate method to select a council and should be operated to generate proper and reliable functions of board. Furthermore, corporations need to take all the positive and negatives matters into consideration before actually developing their own voting system that can fit best into their circumstances.

참고자료

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