집합투자기구의 의결권행사에 대한 법적규제와 개선방안

Shareholders based on voting rights participate in decision-making on composition of corporation (governance structure) and main business, thus conducting monitoring, check, and control of dominate stockholders and corporate executives. Shareholders can exert influence on improvement in governance structure and main business of the corporation via appropriate voting rights in the general meeting of shareholders, and such roles of shareholders are not different for personal shareholder or institutional investors. In this context, the Capital Market Act clarifies that voting rights of shares are in principle discretion of collective investment business entity when the shares occupy a large part of investment property of collective investment scheme, but with certain regulation. However, voting rights have not been exerted reasonably and efficiently when reviewing the existing voting rights exerted by collective investment business entity. Protection of shareholders as investors begins at proper exertion of shareholder’s right, or voting rights. The Capital Market Act establishes public disclosure of exertion of voting rights by collective investment business entity on shares as investment target because the establishment enables general investors to be informed of voting rights of institutional investors such as collective investment business entity and to identify problems of the relevant corporation properly. However, investment information is not informed to general investors properly because institutional investors such as collective investment business entity overwhelmingly agree to items of the general meeting of shareholders. Due to insufficient perception on responsibility as a trustee of collective investment business entity, also, most of voting rights are exerted only when the voting rights are compelled by the Capital Market Act such as for corporation subject to public disclosure of voting rights. Business relationship with corporations as investment target, insufficiency in internal personnel professionalism for monitoring function, and indifference in monitoring function of management affairs, conclusively, hinder appropriate monitoring function. It is urgently needed to establish measures to reasonably improve the existing systems in order to induce collective investment business entity to exert voting rights for effective protection and maximization of investors’ interest. Responsible exertion of voting rights by collective investment business entity is essential to secure efficiency of exertion of voting rights and integrity of investment target and to practically protect rights and interest of investors from internal conflicts of interest in collective investment business entity.