신규 사외이사 임명에 대한 연구: 사외이사제도 도입에 대한 최고경영자의 decoupling 행위를 중심으로

This study investigates the reaction of Korean firms to the legislation that require outside directors after the financial crisis in Korea. Although the legislation was introduced to strengthen controlling role of board of directors, firms resisted by engaging in decoupling behaviors. Given that the informal relationship which outside director has with his/her CEO can substantially reduce the actual independence of the director from the CEO and that school ties and regional ties between individuals are important sources of informal relationship in Korean society, we argue that individuals who have such ties with CEO are more likely to be appointed as outside director by CEOs who have stronger motivation to weaken the controlling role of the board. We define such appointment decisions as decoupling behaviors. Using demographic data of newly appointed outside directors in 2000, we find that CEOs tend to appoint outside directors who have school ties or regional ties with themselves when the institutional ownership is high and when the average pay level of executives is low. This study makes important contributions to the study of board of directors by providing a new perspective on board composition and selection.