금융기관 지배구조 개선을 통한 금융안정 강화 방안 (Proposals for Better Corporate Governances of Financial Institutions)

서지정보

· 발행기관 : 한국금융법학회
· 수록지 정보 : 금융법연구 / 10권 / 1호 / 3 ~ 50페이지
· 저자명 : 정찬형

초록

1. Banks, big insurance companies and financial investment institutions and so on (hereinafter referred to as "big financial institutions") should have executive officers under Korean Commercial Code (hereinafter referred to as "Code") §§408-2∼408-9 who are appointed and removed by board of directors which is mostly composed of outside directors. The distinct separation of executive organ from supervisory board of directors in big financial institutions will be absolutely required in order to prevent the abuse of representative director's power of big financial institutions under the present financial laws.
2. Outside directors of big financial institutions should take charge of only supervision and examination of executive officers. Therefore, big financial institutions should not entrust outside directors with the other matters except supervision and examination of executive officers in order to prevent the improper use of outside director's power. And the re-election of outside directors should not be allowed for this purpose.
3. Big financial institutions with executive officers under Code §§408-2∼408-9 should have audit committee as one of committees under board ofdirectors (Code §383-2). The members of audit committee should be appointed and removed by not shareholders' meeting but board of directors (Code §383-2② 3).
Big financial institutions without executive officers under Code §§408-2∼408-9 are required to have an auditor (or auditors) instead of audit committee.
If big financial institutions without executive officers under Code §§408-2∼408-9have audit committees, the provisions concerning the auditor under Code shall apply mutatis mutandis to such audit committees.
4. Korean Commercial Code Article 3 (companies) in principle should apply to the corporate governances of all financial institutions.
As each financial institution has its own feature, it is absolutely not required to regulate uniformly the corporate governances of all financial institutions with one special law.
The present banking law, insurance business law, the law on capital market and financial investment business etc. have only to reflect each financial institution's character at the minimum.

영어초록

1. Banks, big insurance companies and financial investment institutions and so on (hereinafter referred to as "big financial institutions") should have executive officers under Korean Commercial Code (hereinafter referred to as "Code") §§408-2∼408-9 who are appointed and removed by board of directors which is mostly composed of outside directors. The distinct separation of executive organ from supervisory board of directors in big financial institutions will be absolutely required in order to prevent the abuse of representative director's power of big financial institutions under the present financial laws.
2. Outside directors of big financial institutions should take charge of only supervision and examination of executive officers. Therefore, big financial institutions should not entrust outside directors with the other matters except supervision and examination of executive officers in order to prevent the improper use of outside director's power. And the re-election of outside directors should not be allowed for this purpose.
3. Big financial institutions with executive officers under Code §§408-2∼408-9 should have audit committee as one of committees under board ofdirectors (Code §383-2). The members of audit committee should be appointed and removed by not shareholders' meeting but board of directors (Code §383-2② 3).
Big financial institutions without executive officers under Code §§408-2∼408-9 are required to have an auditor (or auditors) instead of audit committee.
If big financial institutions without executive officers under Code §§408-2∼408-9have audit committees, the provisions concerning the auditor under Code shall apply mutatis mutandis to such audit committees.
4. Korean Commercial Code Article 3 (companies) in principle should apply to the corporate governances of all financial institutions.
As each financial institution has its own feature, it is absolutely not required to regulate uniformly the corporate governances of all financial institutions with one special law.
The present banking law, insurance business law, the law on capital market and financial investment business etc. have only to reflect each financial institution's character at the minimum.

참고자료

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