건전한 금융회사 지배구조의 원칙과 운용방안 - 금융회사의 지배구조에 관한 법률을 중심으로 -

Good corporate governance are essential to achieving and maintaining public trust and confidence in the financial system. Poor corporate governance can contribute to financial system failures, which can in turn pose significant public costs, such as contagion risk and impact on payment systems. This has been illustrated in the financial crisis that began in mid-2007. Korean government has tried to enact the consolidated law related to the corporate governance in financial sector after the global financial crisis. It tries to regulate the role of board of director, independence of outside director, enforcing the monitoring role of audit committee in financial institutions through Governance Act for the Financial Companies, effective on June 2016. Corporate governance arrangements, as well as legal and regulatory systems, vary widely between countries. Nevertheless, good governance can be achieved regardless of the form used by financial institutions so long as several essential functions are in place. The board has overall responsibility for the financial institutions, providing oversight of senior management. Board members should have a clear understanding of their role in corporate governance and be able to exercise sound and objective judgment about the affairs of the financial institutions. Under the direction of the board, senior management should ensure that the financial institution’s activities are consistent with the business strategy, risk tolerance/appetite and policies approved by the board. The board should actively oversee the compensation system’s design and operation, and review the compensation system to ensure that it operates as intended. As discussed above I recommend as follows. First, good corporate governance requires appropriate and effective legal, regulatory and institutional foundations. A variety of factors, including the system of business laws, stock exchange rules and accounting standards, can affect market integrity and systemic stability. Second, controlling shareholders is a common ownership pattern in many countries. Indeed, controlling shareholders can be beneficial resources for financial institutions. It is nevertheless important that supervisors take steps to ensure that such ownership structures do not impede good corporate governance. In particular, supervisors should have the ability to assess the fitness and propriety of ownership as well as board members and senior managers. Third, to support board performance, it is a good practice for the board to carry out regular assessments of both the board as a whole and of individual board members. Assistance from external facilitators in carrying out board assessments can contribute to the objectivity of the process. Forth, the role of supervisors is important. Supervisors have a keen interest in sound corporate governance as it is an essential element in the safe and sound functioning of a bank and may adversely affect the bank's risk profile if not implemented effectively. Supervisors should establish guidance or rules, consistent with the principles set forth in this document, requiring banks to have robust corporate governance strategies, policies and procedures.