독일 복합금융그룹감독법상 지배구조 규제와 그 시사점

The supervision of banking groups and financial holding groups at EU level was initiated by the Directive on the supervision of banks, insurance companies and investment firms within the EU complex financial group created in 2002 (Directive 2002/87/EC). In the case of Germany, these EU directives were issued for the adoption of the law on supervised entities in a financial conglomerate. The act contains detailed provisions for the definition and corporate governance of a financial conglomerate. Under the German act on the supervision of financial conglomerates, risk management for subsidiaries and internal control procedures for the group have been established and implemented for parent companies and holding companies within the group. Pursuant to Section 25a (3) KWG, this is also applicable to groups of institutions and financial holding groups, among others, which are thus required to set up a group audit function. This is part of Group risk management and supports the Group Management Board in monitoring the Group. However, there are conflicting views on whether the right of such a parent company to demand information can be enforced without legal restrictions even in the case of financial holding groups with a de facto group. If the parent company of the financial holding groups in the case of Germany were obligated to implement internal control procedures for the risk management of the entire group, the tension between the German Stock Corporation Act and financial supervisory law, which results from the principle of the individual corporate identity of the company, is similar to that in Korea. In order to resolve the tension between these laws, general provisions on the internal control of groups of companies, such as financial conglomerates, should be introduced within the framework of company law in Korea.