미국과 우리나라의 상장회사임원 보수 규제에 관한 법적 구조의 비교-Dodd Frank법의 Say on Pay규제와 우리 상법 및 자본시장법의 이사보수에 관한 규제를 중심으로-

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act amends the Securities Exchange Act of 1934 by adding new Section 14A to provide for a nonbinding shareholder vote on executive compensation, the so called “say-on-pay vote.”Section 159 of Korean Financial Investment Services and Capital Market Act and Section 168(2) of Enforcement Decree of the Financial Investment Services and Capital Market Act provides for the disclosure of compensation of listed company’s board director in case he/she compensated more than \500,000,000. By comparing the say on pay regulations of both countries, the author explores the loopholes of Korean regulation on say on pay such as (1)uncovered person problems such as shadow director, or unregistered director; (2)conflict of interest issues arising from controlling shareholder directors’ participating on the corporate governance; and (3) comparing the effectiveness of both countries’ say on pay regulations.