의결권행사자문회사의 현황 및 구미 선진국에서의 규제에 관한 비교법적 고찰

Several proxy advisory firms have appeared since the mid-80s in the US. They did research avoided by most of the institutional investors and assigned the expense for proxy advisory service to them. The US SEC mentioned conflict of interests, quality of the report, and problems caused by separation of ownership from voting right, which could appear in the proxy advisory firms, and checked whether the regulation on it is proper or not. While the SEC pointed out the possibility that the services of the proxy advisory firms could be “solicitaions” in the proxy rules and the Investment Advisors Act of 1940 could be applied, the SEC published SEC Staff Legal Bulletin No. 20 regarding the existence and requirements of two exceptions to the proxy rules. European Commission announced ‘GREEN PAPER: THE EU CORPORATE GOVERNANCE FRAMEWORK’ and asked the opinions about it on April 5th, 2011. In that paper, not only evaluation of the advices and ‘Comply or Explain’ regarding the proxy advisory firms but also checking function from the outside are noticeable. In Canada, market participants also have pointed out the potential influence the proxy advisory firms had on the results of the proxy votes and the issuing companies’ corporate governance, establishing ties with the possible negative impact of conflicts of interest and transparency concerns. The Canadian Securities Administrators also treated the possibility of regulation on proxy advisory firms, In Korea, while several companies have supplied the proxy advisory services at primary level. ISS, the world-wide renowned proxy advisory firm, has been used by many institutional investors frequently. Certail ways of legal regulation do not seem to be persuasive in current Korean market situation. Even though the restrictions on proxy advisory services are considered, the exceptions could be allowed when proxy advisory firms do not try to get voting rights from their customers or when proxy advisory firms show existence of significant relationship or interests to help the customers understand the essence and scope of the relationship or interests and give sufficient information to make them appraise the reliability or objectivity of the recommendation, as in the US. Furthermore, the stewardship code or ‘Comply or explain’ standard could be used to promote the transparency of the proxy advisory services, like in Europe and Canada.