인터넷전문은행 설립 및 운영에 관한 특례법에 대한 비판적 고찰 – 소유 및 지배구조 규제를 중심으로

The Special Act on the Establishment and Operation of Online-only Banks (hereinafter referred to as the “Special Act on Online-only Banks”) was passed at the National Assembly, and enacted from January 17, 2019. It’s encouraging that the legal foundation of online(internet)-only banks(herinafter reffered to as “online-only banks”)has been established through this act, however, the contents need some critical assessment. In regard of regulation towards ownership structure and business conduct, Special Act on Online-only Banks still prohibits non-financial business operators from owning more than 34% of the total number of outstanding voting shares of online-only banks, and this does not even apply to enterprise group subject to limitations on debt guarantees. Moreover, it seems to provide rather heavy restrictions such as the one that prohibits online-only banks from providing credit to corporations. There is also no additional consideration in the case of corporate governance regulations, while prudential regulations are more relaxed than those for the ordinary banks, which are below the necessary level. The fundamental reason for this phenomenon is to include the prevention of concentration of economic power that does not comply with the purpose of the Special Act on Online-only Banks, which is to stabilize the financial system and protect depositors while developing the financial industry by promoting financial innovation through the convergence of ICT and finance. By focusing only on the ownership of online-only banks by large conglomerates and the consequent side effects of it, the act is concentrating on regulation towards ownership structure and business conduct, which narrows the range of potential companies that can invest in online-only banks. nevertheless, the government is trying to promote competition in the financial industry through the launch of online-only banks by alleviating the prudential regulation and it lacks interest towards corporate governance regulation of online-only banks. It seems necessary to revise the Special Act on Online-only Banks to ease the limit on the ownership of online-only banks by non-financial business operator to less than two-thirds of the total number of issued shares with voting rights, to apply the same eased limit in principle to enterprise group subject to limitations on debt guarantees, and to allow online-only banks to freely provide credit to corporate targets. Meanwhile, it is necessary to set the same standard as the application of the minimum capital and Basel III, as online-only banks have the same risk as general banks. By adding financial experience to the qualification requirements of executives and having the cumulative voting system and the mandatory adoption of the executive director system, the act should be able to control the abuse of power of online-only banks’ major shareholder. In addition, non-financial business operators, who are major shareholders of online-only banks, will need to be given obligation of capital contribution in the event of a management crisis. Finally, further research will be needed on how to incorporate the Special Act on Online-only Banks as part of the Banking Act in the long term, and on the procedures and requirements for granting online-only banks the authorization of conversion to general bank.