2014년 지배구조 평가 및 실태 분석- 유가증권시장 상장기업을 중심으로 -

This article is to analyze the corporate governance evaluation result in 2014 and try to find the current status of corporate governance of KOSPI- listed firms. The corporate governance evaluation score of Korea Corporate Governance Service (KCGS) is extracted out of 300 and the grade is granted to firms by seven grading system (S, A+, A, B+, B, C, D). KCGS categorized firms into good and bad corporate governance firms by B+ grade. Firms with B+ or better governance grade is categorized as good governance firms and firms below B+ bad governance firms. the ratio of the number of good governance firms to the total number of evaluated firms in 2014 increased just a little compared to 2013. The KCGS corporate governance evaluation is composed of five categories, protection of shareholder rights, board of directors, disclosure, audit system and dividend. In the area of protection of shareholder rights, the worst is that no firms introduced the electronic voting system. Just 23 firms have introduced and disclosed the charter of corporate governance while 292 the code of conduct. 21 firms have not excluded the cumulative voting in their articles of association and 76 have introduced the postal voting. As the shadow voting will be abolished in 2015 firms should prepare the future desirably through introducing the postal or electronic voting in the AGM. As far as concerned with the board of directors, the average size of the board of directors is 6.6 with the composition of 4.2 inside and 2.4 outside directors while the most frequent board size is six (four inside and two outside directors). The average number of board meeting during 2013 is 12.93 and the mode of the number of board meeting is seven with the frequency of 62 firms. Regarding the disclosure, the average number of investor relation (IR) meeting is 3.75 and 74 firms had no IR last year. Among contents of website disclosure, the least disclosed information is the remuneration of board members. Only three firms out of 694 release the information on the comparison between the remuneration of directors and the salary of employees. The number of firms equipped with the audit committee is 261, standing auditor 368, and non-standing auditor 65. The number of firms that introduced the audit committee voluntarily is 123. The average size of audit committee is 3.1 with the composition of 0.2 inside and 2.9 outside directors and 198 firms have the audit committee which consists of only outside directors. In the dividend area, the number of firms with the dividend yield ratio of greater than or equal to 3% is on decreasing while below 1% increasing, which depicts that the KOSPI-listed firms have reduced the dividend per share during the latest three consecutive years. Intermediate and quarterly dividend is not so familiar in Korea, just 25 firms implemented these dividend policies, 19 intermediate and six quarterly dividends. The differential dividend is not familiar in Korea either. Only 15 firms implemented the differential dividend in the fiscal year of 2013.