전자투표제도와 전자위임장권유제도의 운영현황과 개선과제

Shareholders are the ‘owners’ of a joint-stock corporation and the shareholders’ meeting functions as a forum where shareholders affirm their ownership of the corporation. However, the shareholders’ meeting, nowadays, has become perfunctory, deviating from its original intent due to the shareholders’ lack of interest. The ‘fictionalized shareholders’ meeting’ could be overcome by electronizing each stage of the meeting process, which makes it more accessible for shareholders. In Korea, the procedure for the convocation of shareholders’ meetings was digitalized by adopting an electronic notification system and by utilizing the Financial Supervisory Service’s Electronic Disclosure System. Moreover, exercising voting rights electronically has been made possible by adopting the Electronic Voting System (‘E-Voting’) and Electronic Proxy Solicitation System (‘E-Proxy’). Although E-Voting was introduced by the amendment of the Commercial Act of Korea in 2009, it was not widely used by the public. This year, there was a sharp rise in the usage of E-Voting and E-Proxy introduced by an amendment of the Capital Market Act in connection with the abolishment of Shadow Voting. Accordingly, this year can be referred to as the actual enforcement year of both systems. Based on my experience as the manager of the systems, I have compiled and categorized numerous issues arising from current operational procedures, and suggested specific solutions to amend those problems. Above all, I have presented the acceptability of ‘simultaneous E-Voting’ as well as ‘preliminary E-Voting’, which is currently being used. In addition, I have compiled the main points regarding the debate over mandatory E-voting, and expressed my personal opinion on this issue. Lastly, I have questioned the inappropriateness of the current legal basis for the E-Proxy, Article 160(5) of Capital Market Act Enforcement Decree, and provided a legal alternative by referring to US SEC Rule 14a-16 that is legal basis for US E-Proxy.