주주총회 운영의 활성화와 전자화 방안에 관한 법적고찰

Under the current Korean Commercial Code (the “KCC”), a power of the board of directors’ meeting has been strengthened and that of a shareholders’ general meeting has been reduced. Thus, the shareholders’ general meeting has become an authority to decide on matters set forth by the KCC or articles of incorporation. However, importance of the shareholders’ general meeting as a decision-making authority should not be underestimated. In the meantime, there have been efforts to improve laws and regulations continuously but the symptom of no power of the shareholders’ general meeting still remains so that a method of vitalization within the large framework of change of corporate governance structure should be sought. The electronization of the shareholders’ general meeting is able to improve effectiveness and economic feasibility including rapidness of decision-making of a company and cost reduction, and to expect advanced promotion effects of the company. A shareholder is able to save costs and hours for attendance at the meeting and it is expected that the shareholder can be easy to authorize or exercise his/her voting rights by reading various documents of the company easily by way of electronic methods. In addition, communications among the company and interested parties of the company including shareholders and corporate bondholders can be smooth so that it can be prevented that the shareholders’ general meeting becomes meaningless. Further, it is expected that management of the company can be transparent and its governance structure can be improved. In the event that a positive aspect of the electronic shareholders’ general meeting is more magnified by legislation clearer as to electronization of exercise of voting rights by shareholders, I assume that it may bring a result strengthening the status of the shareholders’ general meeting as a substantial organization of decision-making and contribute protection of rights and profits of shareholders ultimately. Under this thesis, I first pointed out current problems in operation of a shareholders’ general meeting and examined methods of vitalization of operation of and electronization of a shareholders’ general meeting.