금융지주회사 CEO리스크의 법적 검토 - KB금융사태를 계기로 -

There has been a big dispute with regard to the corporate control power between the CEO of KB Financial Holding Company (FHC) and the CEO of KB Kookmin Bank in 2014. Though the system of FHC was introduced about 14 years ago, the governance of it was not settled yet in Korea. This KB disputes served as a momentum of this article. This article examines the causes of CEO risk regarding the system of corporate governance of FHC and suggests solutions to reduce the risk. First, Supervisory Authorities (SA) and FHCs need to change their rules in order to define detailed positive qualification of CEO candidates, which would prevent inadequate candidate (such as those who has powerful political background but do not have experience in managing financial companies) from being a CEO of FHC or its subsidiary bank. Second, SA and FHCs need to establish clear-cut lines of authority and responsibility among the CEOs of FHC and its subsidiaries. Unclear line of power is a cause of disputes. Third and most of all, the system of board of directors and audit committee need to be reviewed. Though Korea introduced those system in order to enhance the supervisory function of board on the management of executive officer, the system did not work as it was expected. Finally, SA needs to review the long-standing system of the separation of banking and commerce and to reduce excessive intervention on the management of financial companies.