이사보수 개별승인제도의 도입필요성에 관한 연구

This paper intends Section 388 of Korean Commercial Code to be revised from current Shareholder approval system on total amount of director compensation to separate approval system as like U.S. Say-on-Pay system. As widely known, since the recent financial crisis, many developed countries, such as U.S. and U.K. etc, have tried to change their compensation regulations toward increasing shareholder intervention power into compensation setting process and board of directors’ decision making process on compensation. As the result of such regulatory efforts, the Dodd-Frank Act of U.S., which took effect July 21, 2010, mandated all public companies listed in U.S. securities market to adopt shareholders’ advisory vote on executive compensation plans. Many corporate scholars have said that his method will be more effective one to curve excessiveness of executive compensation along with SEC’s disclosure rules. Against these trends of other countries, in Korea, most of current regulatory effort to address excessive compensation problems has been focusing on disclosure method under the Financial Investment Services and Capital Markets Act. However, such an approach cannot sufficiently achieve its regulatory purpose. From this perspectives, I suggest to revise Section 388 of KCC in order for corporate shareholder to input their influence on board of directors in the compensation setting process. By regulatory shifting to separate approval system on compensation, which means changes from ex-ante regulatory approach to ex-post regulation, I might expect shareholders’ monitoring function in compensation setting process would be effectively increased. In addition, corporate board or top managements might also try to make a proper decision on their directors’ compensation level.