주주총회의 전자투표제도 ‘의무화’와 문제점

Korea actively introduced an electronic voting system in 2009 to protect shareholder interests and enhance corporate governance. Article 368-4 was newly inserted on the Korean Commercial Act by Act No. 9746 on May 28, 2009. Under the current system, each company may determine that a shareholder may exercise his/her voting right by electronic means without attending the general meeting, through the resolution of the board of directors. The shareholder meeting not only is a mechanism of democratic decision-making in companies, it also is a crucial link in the chain of corporate governance. Participating in shareholder meetings through electronic voting frees the shareholders from constraints of voting time and location. This gives freer rein to shareholder activism, and concretely manifests a company’s concern for its shareholders and strong corporate governance. Meanwhile, the Korean Government has recently proposed changes to the current voluntary electronic voting system and announced the relevant Article changes to add the provision that, as necessary in view of a company’s number of shareholders, requires a listed company to make electronic voting available as one of the methods for exercising voting rights. If we do nothing about it at this time, it is expected that an electronic voting must be provided as one of the voting methods available for the shareholder meeting of every listed company that has certain number of shareholders. However, the Government’s plan results in a compulsory electronic voting system which may cause many critical problems. It could be against the corporate democracy or corporate benefits and does not contribute as much as the Government expects to the protection of minor shareholders or the expanding of a shareholder’s meeting. In a more excellent manner instead of introducing a compulsory electronic voting system, it seems that reasonable separate measures by causes of low frequency of electronic voting should be required to make the best use of a shareholder’s meeting for minor shareholders.