기관투자자의 경영관여 (Monitoring director's management by the institutional investment)

서지정보

· 발행기관 : 서강대학교 법학연구소
· 수록지 정보 : 법과 기업 연구 / 4권 / 1호 / 45 ~ 94페이지
· 저자명 : 김택주

초록

The outside director institution, a company law for ensuring company management transparency, is not functioning in its purpose. The main cause seems to be that the majority of outside directors are chosen by recommendation from controlling shareholders or managements so that an actual independence of the outside director is not established.
A way for the institutional investor to take part in and check the election process so that the outside director independent from controlling shareholders or managements will be chosen to ensure the functionality of the outside director institution will be explored.
The election process for an outside director, when classified by its candidate recommendation process and the election process at shareholders meeting, needs an application of the outside director labor pool in relation to recommending the outside director candidate by the institutional investor, and also needs an application of national pension that will lead and remind the necessity of the unity between the institutional investors in relation to exercising the shareholder voting right by the institutional investors.
Traditionally, institutional investors have been reluctant to engage in company management. Recently, the expansion of the role of institutional investors and the elimination of legal restrictions on shareholder voting rights aided in establishing the basis for the institutional investors to engage more actively in company management.
Engaging in the outside director election process can be approached in a similar light, and for this to happen ratio of share holdings needs to be expanded, for the institutional investors to maintain long term stocks investment issues expiration needs to be elongated, and ways to elongate the evaluation process of fund managers should be established.
Moreover, proxy needs to be utilized actively in order to make up for the lacking ratio in shareholders meeting, and obligating cumulative voting, dispersing the shareholders meeting open period, and etc. are needed as countermeasures as well.

영어초록

The outside director institution, a company law for ensuring company management transparency, is not functioning in its purpose. The main cause seems to be that the majority of outside directors are chosen by recommendation from controlling shareholders or managements so that an actual independence of the outside director is not established.
A way for the institutional investor to take part in and check the election process so that the outside director independent from controlling shareholders or managements will be chosen to ensure the functionality of the outside director institution will be explored.
The election process for an outside director, when classified by its candidate recommendation process and the election process at shareholders meeting, needs an application of the outside director labor pool in relation to recommending the outside director candidate by the institutional investor, and also needs an application of national pension that will lead and remind the necessity of the unity between the institutional investors in relation to exercising the shareholder voting right by the institutional investors.
Traditionally, institutional investors have been reluctant to engage in company management. Recently, the expansion of the role of institutional investors and the elimination of legal restrictions on shareholder voting rights aided in establishing the basis for the institutional investors to engage more actively in company management.
Engaging in the outside director election process can be approached in a similar light, and for this to happen ratio of share holdings needs to be expanded, for the institutional investors to maintain long term stocks investment issues expiration needs to be elongated, and ways to elongate the evaluation process of fund managers should be established.
Moreover, proxy needs to be utilized actively in order to make up for the lacking ratio in shareholders meeting, and obligating cumulative voting, dispersing the shareholders meeting open period, and etc. are needed as countermeasures as well.

참고자료

· 없음