기업지배구조와 규제간의 상관성 모색 : 영국의 기업지배구조법제 변천에 기초하여

This paper investigates the relationship with corporate governance and regulation based on the lots of governance initiatives published in the period of 1990s-2010 in UK. There have been few continuous analyses to assess the performance of these changes, and to identify subsequent changes to corporate governance structures. This paper measures the extent to which the corporate governance structures in UK changed between 1990-2010 and uses this research to assess the impact of UK corporate governance revolution on Korea in the future. Since the early 1990s, the UK has witnessed a vibrant debate on corporate governance issues. The roots of this debate can be traced to a series of governance failures that led to calls for the improved regulation of companies. These incidents lead to a publication of lots of governance initiatives including Cadbury Report, Turnbull Report, Hampel Report, Rutsman Report, Greenbury Report, Myer Report, Smiths Report, Higgs report etc. during the 1990s. Based on these experiences, the current UK system has led to have largely voluntary governance codes. However, the efforts of the these report have gradually tightened the governance system since the early 1990s. The recommendations from these reports and the subsequent Codes have had a far-reaching influence on the managerial practice. Listed companies on the UK Stock Exchange are required to adhere to the Combined Code, and to report details of their compliance in their corporate reports. The Code is set of recommendation for UK Public companies, and firms are required only to disclose either their compliance with the guidlines or to give reasons for non-compliance. However, after the experience of 2007-2008 financial crisis, the environment of corporate governance has changed radially. The Financial Reporting Council(FRC) has published the new 'UK Corporate Governance Code' which replaces the Combined Code for accounting periods beginning on or after 29 June 2010. The new Code stipulates that all directors of FTSE 350 companies be put up for reelection every year and an express reference to gender diversity in the Code principles on board appointments. In addition, despite some opposition form listed companies, the Financial Reporting Council is pressing ahead with the requirement for external evaluation of board reviews at least every three years, but initially just for FTSE 350 companies. The new Code has added additional responsibility to and emphasis on the role of the Chairman and all non-executive directors will be required to devote more time to the discharge of their responsibilities. Many of these recent corporate governance reforms allow us to look in details to corporate governance's framework and its formation history. However this study suggests that UK corporate governance framework has been developed on the basis of the different environment such as share ownership, financial constraints and financial market.