사외이사는 최고경영자의 감시자인가 또는 지지자인가?: 사외이사와 최고경영자의 사회적 관계가 과잉투자에 미치는 영향

Board of directors monitors a CEO who receives a delegation from the shareholders. Directors also meet needs of the shareholders through the specialized knowledge and experience based on the advising and monitoring of the CEO(Adams et al. 2010; Armstrong et al. 2010;. Kim et al. 2014). It is an important problem whether a director is independent from the CEO in order to mitigate agency cost(Fama and Jensen 1983;. Krishnan et al 2011). Korea has a unique governance structure of the chaebol. That is, large shareholders directly exercise management control. In these circumstances, there are agency costs between large shareholders and minority shareholders(La Porta et al. 2000;. Hyun et al. 2013), and the former can weaken the independence of the Board of Directors to control the latter(Kim 2006; Park et al. 2012). Problems of corporate governance in Korea has been pointed out as the causes of the financial crisis in 1997(Johnson et al. 2000). Thus, Korea has tried changing the structure of the board of directors to enhance the transparency of decision-making and management efficiency(Park et al. 2012). Reform of corporate governance is primarily focused on the outside director system because high independence of outside directors is more effective in monitoring the management(Fama and Jensen 1983;. Bushman et al. 2004;. Cai et al. 2009;. Armstrong et al. 2010). For example, outside directors can improve accounting transparency by involving them on the audit committee(Lee and Lee 2003; Lee et al. 2010).