호주의 이사 보수 규제에 관한 연구－ 우리법의 문제점과의 비교를 중심으로 －

The regulation of director or CEO remuneration is one of the most controversial topics addressed in corporate governance area today. Coping with a series of excessive remuneration scandal, Australia has had a say-on-pay requirement in place since 2005, starting with a mandatory nonbinding shareholder vote on the remuneration report. Since July 1, 2011, however, the nonbinding vote on the remuneration report was replaced by a binding vote, the so-called two-strikes regime. Under this regime, if 25% or more of shareholders vote against a company’s remuneration report at two consecutive annual general meetings (AGMs), the board is subject to a so-called “spill” motion. If the spill motion receives the support of 50% or more of the company’s shareholders, then a separate general meeting must be called within 90 days at which all directors except for executive directors must stand for re-election. Introducing the two strikes say on pay as well as other regulations such as directors’ report, remuneration committee, and corporate governance principles and recommendations which adopt “if not, why not” approach(same as the U.K. comply or explain), the author applies the Australian legal structures to the Korea regulatory issues on directors’ remuneration. The author also insists the necessity for the revision of Korean directors’ remuneration regulations.