상장회사특례규정 및 동시행령에 관한 검토 및 개선방안

The 12th revised commercial act will be come into effect on April 15. 2012. This act introduced the officer system and amended words and phrases of some special provisions and enforcement decree related with the listed corporation. Futhermore, in this amendment, compliance control system and compliance officer were newly established. Therefore, some problems inconsistent with business environment are expected to be revised next time. This paper examines these problems and suggests some ways of reform. In fact, provisions on the special regulations and its enforcement decree related with the listed corporation use the various standards about the corporate governance, thereby causing some confusion. For example, there are some provisions applicable to the followings: all listed corporations, the listed corporations under 100 billion won of their initial capital or aggregate capital, the listed corporations over 100 billion won of their initial capital or aggregate capital, the listed corporations over 300 billion won of their aggregate capital, over 500 billion won of their aggregate capital and 2 trillion won of their aggregate capital. Moreover, there are many standards and percentage of shareholding to exercise minority shareholders' right according to their scale. This paper analyses stock option, call for the shareholders' general meeting, election of director and auditor, concentrated vote, outside director, transaction of the interested person such as controlling shareholder with the corporation, full-time auditor and audit committee, compliance officer and internal control standard and suggests some ways to improve these systems. Even though the special provisions and enforcement decree related with the listed corporation are dispositive but have many mandatory provisions so that these provisions are criticized for focusing on regulating their business rather than securing autonomy and creativity of the listed corporations. The special provisions and enforcement decree related with the listed corporation should be set up for helping to maintain and reinforce the organization and secure transaction so as to make the listed corporations to raise their international competitiveness in the global market. In addition, legislation requiring checks and balances between the minority shareholders and majority shareholders or controlling shareholders due to their conflict of interests should be enacted as soon as possible.