금융시장 안정을 고려한 금융회사 지배구조의 개선

The corporate governance of a financial company should be designed not only based on the financial soundness of the firm and the protection of its shareholders and other stake-holders but on the stability of financial markets. The financial crisis in 2008 well illustrates that if the corporate governance of a financial company is not appropriate to control the management’s rent seeking, it may put the long-term growth of the firm and the interests of its shareholders and stake-holders into trouble and further lead to a crisis in financial markets. In this context, major countries have made efforts to renovate the corporate governance of financial companies in the light of the protection of the interest of shareholders and stake-holders as well as its influence on the financial market stability. This essay, in this regard, examines whether the current laws effectively control the rent seeking by the management and take good account of its potential influences on the financial market stability. Currently, the commercial law does not impose special restrictions on financial firms, but under the commercial law listed companies are subject to strengthened conditions in the case of independent directors and an auditing committee. And these conditions shall be applied to the financial companies which means they are under stricter controls than others. The recently enacted law on corporate governance is considered to be well corresponding to global standards. However, the independency of the board of directors, remunerating system of the management, internal control, and risk management should be improved further for the financial market stability. In the consideration of the influences of financial companies on financial market stability, the corporate governance of financial companies should be able to supervise rent seeking by the management with efficiency and effectiveness. To this end, it is critical to ensure transparent and independent work of supervision on corporate management activities. For transparency the scope of responsibility of among internal inspection agencies should be clarified and for independency from the clout of the management and dominant stockholders should be secured during the nominating process of directors. More specifically, first the board of directors shall be responsible for comprehensive decision-making in supervising the management and related risk management. Second, a remunerating system should be associated with longer term achievement, thus not alluring short-term rent seeking by the management. Third, an auditing committee should secure higher independency in their work of audit and accounting. Four, compliance officers who are responsible for the observance of internal rules of a company should perform their duties by clear standards. Five, the decision-making by the management in regard of risk management should be checked and balanced by a risk management committee.