주주행동주의, 국민연금과 스튜어드십 코드

Shareholder activism is a way that shareholders can influence a corporation's behavior by exercising their rights as partial owners. Historically, large institutional investors pursued purely financial strategies and kept a low profile in governance. This may no longer be the case. In a manner vaguely reminiscent of the corporate raiders of the 1980s, a new generation of activist shareholders is on the rise. And these players are big fish. In the context of Korea, the Stewardship Code(SC) becomes the symbolic word represent the Shareholder activism in Korea. The Stewardship code in Korea is a set of principles or guidelines which are intended to direct the exercise of voting rights held by institutional investors. Its principal aim is to make institutional investors, who manage other people's money, be active and engage in corporate governance in the interests of their beneficiaries (the shareholders). Korea National Pension Fund(KNPF) has been center of this discussion and usage of this code. Should the Korea National Pension Fund(KNPF) be considered as an agent or a steward of beneficiaries? The KNPF is the mandatory pension fund controlled and managed by the government. It owns the 7% of Korean stock market value and is the largest institutional shareholder in the single entity. The KNPF’s adoption of Stewardship Code(SC) in July, 2018 has triggered the deep controversy over its effect on corporate governance and pension fund socialism. From the law and economics’ perspective, this paper evaluates the nature, structures, and limitations of KNPF’s SC. We may conclude that both beneficiaries and listed firms’ CEOs have many reasons to worry about the active shareholder engagement of the KNPF in the name of stewardship code. They include the illusive concept of stewardship responsibility, much focus on EGS, and its dominant position in stock market and institutional lack of political independence, etc.