사외이사의 선임과 기관투자자의 행동주의

The corporations in Korea have so far remarkable competitive activities proceeded in global business world. In near future Korea will be great economic nation in the world, when our corporations continue such business activities. In this regard it is required for our corporations to establish clean business management culture, whereby our business should be supported by Korean people. Therefore it is very important to nominate outside director by minor shareholders or labor union, who have power within corporation to restrict improper execution of power of governing shareholders or management. In recent situation institutional shareholders have similar share power comparing that of governing shareholders, whereby they could nominate outside director with their own power. When institutional shareholders could nominate outside director, clean management culture could be prevailed in our business circles. Contrary to the situation of U.S.A., institutional shareholders could not nominate outside directors because of interruption of governing shareholders or management. In this connection in order to prevent the interruption of governing shareholder or management, some measures could be suggested, to nominate outside directors by institutional shareholders. Firstly, stewardship code introduced in 2016 in Korea should be activated. Secondly, the recent commercial law proposal should be enacted, whereby nomination of outside director by minor shareholders could be realized. Thirdly, cumulative voting should be introduced in some boundary as an obligation.