회사지배구조의 이론과 바람직한 운용방안

Corporate governance is the system by which companies are directed and controlled. The purpose of corporate governance is to facilitate effective and prudent management for the long-term success of the company. The actual principal-agent conflict lies on between the minority and the controlling shareholders. Most countries have a one-tier board structure; in two-tier countries, the management board is separated from the supervisory board. Neither of the two systems is inherently better. Therefore, it is reasonable to make the corporations choose. Corporate governance is also concerned with stakeholder interests and especially with labor. Many European corporate governance systems are characterized by labor codetermination on the board. The evaluation of codetermination is highly controversial, and in the end, it is an empirical question. As discussed above I recommend as follows. First, Shareholder protection is the major concern of corporate governance. However where controling shareholders exist such as Korea, shareholder protection is needed not so much vis-a-vis the board but vis-a-vis the controlling shareholder. Protection can be achieved by imposing fiduciary duties on the controlling shareholder and/or strengthening and enforcing minority shareholder protection clauses. Second, Boards of directors are responsible for the governance of their companies. Boards should take seriously their responsibility to act in the longterm best interests of the corporation and the shareholding body as a whole. In any case, the business judgment rule opens a safe haven, provided the directors have acted on appropriate information. Having separate committees for auditing, nomination and remuneration is recommended. Third, Auditor and gatekeepers should fulfill their task of confidence-building only if they are independent. The most important instrument is mandatory auditing by external auditors. Auditor should spend greater time for the deep understanding of the industry. Forth, Policymakers and regulators should understand that the corporation is not a social institution but an economic organization. Therefore protection of labor is usually not the task of corporate law. Corporate governance actors need some form of supervision. This can be done by capital market authorities, by the stock exchanges or by self-regulatory bodies.