공기업 지배구조의 특성과 개선 방안에 관한 법적 고찰

Corporate governance has been heavily discussed and a notable subject worldwide in recent years, and SOEs in Korea have been condemned like as an avatar of inefficiency and moral hazard, even though they have been making huge contribution to national economy. Thus, this dissertation is to research better ways of improving operations of SOEs in Korea in terms of corporate governance under the structure of the 'SOEs' Operations Act' of 2007, which was enacted as a general law governing possibly all Korean SOEs, mainly based on the OECD Guidelines on Corporate Governance of SOEs and economic theories of the firm. SOEs run under a unique principle of pursuing both entrepreneurship and publicness comparing with private businesses. It is notable that the citizen is the consumer of goods and services supplied by SOEs as well as the owner of them, and SOEs' corporate governance is characterized as the multi-level hierarchical agent structure. Therefore, it should be emphasized that the government itself is a major source of agency cost of governance of SOEs, the minimization of which has to be a goal targeted by an enhanced corporate governance of SOEs. SOEs are a useful means for the government which is obliged to provide the people with essential public goods and services in a more efficient way, thus it is myopic judging on SOEs' value of existence solely based on its ‘X-efficiency’, and thus, two reasons, as follows, should be considered designing an improved corporate governance for SOEs; one is that it is very difficult for the government itself to establish an environment under which its governance power over SOEs is restricted, and the other is that it is also difficult to make a compensation system which is to harmonize the managers' incentive with the shareholder's. Discussions on how to improve corporate governance of SOEs should focus on the government and the board system. The government, which has omni-directional governance power over SOEs, has to restrain itself from its abuse of the power to let them operate autonomously, therefore its resolute will to enforce the governance-regulating law as its purpose requires is essential. Also, securing SOE board's autonomy is critical for establishing the ‘Responsibility Management System’ under the Act of 2007. Role of SOEs' board chair should be strengthened for the board's autonomy as well, and the chair should be a sole pathway for the government to infiltrate SOEs. To enhance professionalism of board members and top managers, it is required that both an attractable compensation system for capable applicants and a detached performance-evaluation system properly put down roots in SOEs. In regard of the performance-evaluation system, a fair and transparent reimbursement system for expenses incurred in pursuing public policy objectives, such as the ‘Community Service Obligations’ of Australia, need be enacted into law, so that SOEs as well as their managers and board members can be assessed mainly based on their management performance. It could help prevent the government from bypassing the Congress' budget control over national projects by burdening SOEs with them. Problems with SOEs are not the right reason for their privatization because SOEs have their unique merits, and private enterprises also have similar problems proving corporate governance of them is imperfect. They survived furious privatization debates over several generations, and nationalization and privatization have risen alternatively in conformity with political, economic and social circumstances then. Therefore, discussions on how to improve corporate governance of SOEs should start with looking straight at its innate characteristics instead of trying to just transplant private corporate governance to SOEs from a viewpoint that they are merely transitory beings toward privatization.