우리나라 임원보상 공시제도의 문제점 및 개선방안에 관한 연구: 한ㆍ미 비교분석을 중심으로

This research presents problems and improvement methods of disclosure rules and practices for executive compensation by comparing and analyzing the practices in Korea and the United States. In terms of laws, regulations and standard recommendations concerning the disclosure of executive compensation, both countries have been compared and analyzed. Three exemplary firms from both countries have been selected for comparison and analysis. Problems concerning the executive compensation disclosure rules in Korea can be summarized as follows. First of all, philosophy, principles, process of executive compensation and policies for each compensation component are not disclosed adequately. Second, the coverage of executives for disclosure may not fit the needs of information users. Third, the disclosure formats for various compensation components differ from firm to firm making it difficult to compare each other between firms. The weight and mixture of compensation components are not properly disclosed. Fourth, even non-registered executives are required to disclose stock option rewards by individual. However, in the case of cash compensation, only total amount and average amount per person are required to be disclosed for executives and outside directors. The disclosure methods of compensation components are inconsistent making it hard to show the amount of compensation for each executive. Fifth, previous awards, current awards and current exercises of stock option are provided in one table, which can be confusing to the investors. Sixth, Korean GAAP requires firms to provide executive compensation information as footnotes, but it does not provide detailed disclosure guidelines. Therefore, the comparability among firms and time periods might suffer. The improvement methods for those problems are as follows. First of all, philosophy, principles, business performance target, and performance evaluation process for executive compensation and compensation policy for each compensation component such as cash, bonus, stock and stock option should be disclosed in detail. In order to accomplish this goal, the compensation committee composed of independent outside directors must be established within the board of directors. Non-affiliated compensation consultants should also be hired. Second, the coverage of executives for disclosure should be extended to more than 5 highest paid positions including the CEO in order to meet the needs of the information users adequately. Third, in the event that various compensation components are combined, the nature of such composition must be disclosed. A variety of perks such as golf, health club membership, tax gross-up and severance pay must also be included in the disclosure coverage of executive compensation. Fourth, individual executive compensation should be disclosed in order that stockholders will be able to judge whether executive compensation is linked to business performance and whether decisions of the executives are made in such a way that improves long-term shareholder value. Fifth, separate table for previous awards of stock option and realized gain from exercise of stock option needs to be provided. Current awards of stock option need to be provided along with cash compensation, so that investors can understand the current compensation of executives clearly. Sixth, detailed disclosure guidelines for Korean GAAP footnotes of executive compensation need to be made. In order to increase the possibility of comparison between companies and time periods, certain revisions concerning the practical implications need to be made. In the implications section, such elements as the definition of the term "major management", categories of compensation, standard forms and details by category should be included as guidelines. Lastly, firms need to make voluntary disclosure efforts rather than meeting minimal disclosure requirements by the securities law. The results of this research are expected to be used as a significant input in the development of policies regarding the executive compensation disclosure by regulatory authorities and institutes of accounting standards.