의결권자문기관의 객관성과 책임성 확보방안

The general meeting of shareholders is the company's most important decision-making body. Shareholders express their intentions by voting rights at the general shareholders' meeting. However, many shareholders of listed companies do not exercise their voting rights at the general shareholders' meeting. Stewardship Codes were created to make shareholders, particularly institutional investors, to exercise shareholder rights. The National Pension Services of Korea also announced the introduction of the Stewardship Code. An institutional investors may make decisions in favor or opposition to the agenda of shareholders' meetings by itself, but it may be assisted by a proxy advisor. At present, the influence of the proxy advisors has gradually increased to become the hidden leader of the general shareholders' meeting. On the other hand, the question of whether the recommendation of the proxy advisor guarantees objectivity and whether the proxy advisor is responsible for its role has been raised. This paper aims to present regulatory measures that can ensure objectivity and responsibility of proxy advisors. In order to derive the proxy advisor regulatory content, the US and EU regulations were analyzed, and for the framework of the proxy advisor regulatory system, the credit rating agency regulatory system was analyzed. Based on the above analysis, a minimum regulation of proxy advisors is required. In order to foster domestic proxy advisors, it is not necessary to put restrictions on the legal forms of proxy advisors, and to allow other businesses. However, the regulatory system can solve the potential problems by establishing a system for securing objectivity and accountability such as preventing conflicts of interest. The proxy advisors should establish and implement appropriate internal control systems, and a public disclosure system should be secured. The civil liability system should also be established.