스튜어드십 코드 도입에 따른 법적 검토 과제

This article reviews the United Kingdom Stewardship Code, and the Japan Stewardship Code of 2015, which adopted the UK’s Code. It also analyzes the Draft of Korea Stewardship Code which was published in December 2015 by the Task Force of Korea Stewardship Code, discusses related legal issues, and proposes appropriate measures to cope with those problems. As legal issues introducing the Stewardship Code to Korea, first of all, this thesis reviews pros and cons regarding introducing the Code, recommends to introduce the Code after considering our social, cultural and economic environments and sufficiently collecting the interested parties’ opinions. In order to acquire the transparency of establishing process of the Code and to induce spontaneous compliance with the Code, it also proposes to make the process of establishing the Code public and to attract the active participation of interested parties. It views as not desirable to apply the Code coercively because coercive application will result in pro forma compliance and increase the expense for the regulation. In establishing the Code, it seems necessary the participation of the Korea Financial Services Commission in order to acquire the normative power. In addition, this article analyzes pros and cons of the principles of ‘comply or explain’, and recommends to explain faithfully non-compliance areas of the Code in order for the development of corporate governance. It suggests not to violate the rules of insider trading and fair disclosure in case institutional investors involve in engagements with those companies they invested. If institutional investors involve in engagements collectively, this thesis reviews whether the special reporting system under filing of changes in ownership of block shares applies, and whether it corresponds to common shareholders of the system. It discusses also the necessity of the utilization and regulation of proxy advisory firms. Finally, as companies’ responding measures to the introduction of the Code, it proposes to construct internal responding mechanism and makes regular investment relations, to receive the feedbacks from institutional investors, and to decide prudently the scope of information disclosure. With respect to shareholders’ meeting, it recommend to scatter the date of shareholders’ meeting, to construct voting platforms so as to support shareholders’ voting, to send the notification of shareholders’ meeting as early as possible, and to provide necessary information for institutional shareholders at notification materials. It emphasizes thorough management of non-financial information, the relevant performance of explaining duty in response to the introduction of principle base code.