의결권 행사의 전자화와 Shadow Voting

Since the corporations have been on large-scale and stocks have been diversified, shareholders have lost their positions as a corporate supervisor and have fallen into nominal owners only. Furthermore the shareholders’meeting became a purely formal matter because most of shareholders have not been interested in the meeting. This is the common situation in the world nowadays. But the important and unique problem in Korea is the shadow voting rule. Due to the shadow voting, stockholders’ positions are more worsening in corporate governance. The shadow voting was introduced in 1991 as a temporary measure to solve the failure of shareholders’ meeting. But the reason of the shadow voting rule was faded by the environmental changing of meeting such as abolition of quorum, exercising institutional investors’vote and adopting written ballot system. On the other hand, this rule has a problem which is infringing on holders’ rights and intensifying formalization of holders’ meeting by carrying a resolution in the meeting irrespective of beneficial owners' intentions. Moreover, many companies abuses this rule to maintain dominion in some cases. The problem like as difficulties of resolution in the shareholders'meeting is not a localized to Korea. Also holders does not need any special method to exercise their rights in the case of shares held with depository,because there is no hindrance. The shareholders’ meeting should be resolved with the true shareholders’ intentions. Lately shareholders can easily have opportunities to attend holders’ meeting due to electronic voting system. Therefore companies can hold their holders' meeting by themselves, without resort to shadow voting. Finally, the shadow voting have many legal problems and already have done with its role, so it should be abolished. If it will be abolished,companies will actively adopt the electronic voting system and the holders’meeting will be vitalized.