기관투자자의 수탁자책임 활동에 관한 검토- 개정 자본시장법 시행령을 중심으로 -

The revision of Korean Capital Market Act contains information on the change ofthe 5% Rule. The revision can be seen as part of a policy to create an institutionalenvironment for active the excercise of shareholder’s right by removing legalrestrictions on stewardship activities. The efforts to encourage shareholder exerciseand to improve the system should be evaluated positively. In the process, however, itis necessary to be wary of the possibility of violating the autonomy of corporatemanagement or damaging the business environment. If the 5% Rule is not operated strictly, there is a risk of excessive managementinterference, which jeopardize ordinary management and causes negative stockprocurement or hostile M&A. It is also worth considering whether the possibility ofthe attack by foreign capital, such as Sovereign or Carl Icahn, could be happenagain. In comparative review, it is hard to find a reason to reset the scope ofshareholder engagement. Most of all, Korea’s stewardship activities are expected to be led by the NationalPension Fund, and it is difficult to find out why the public fund, which isresponsible for the stable retirement life of the people, should lead the improvementof corporate governance. It is also unknown whether stewardship activities will havea positive impact on the growth of fund asset and on the maximization of returns. Also, the National Pension Fund management system does not guarantee politicalindependence and cannot be free from criticism of the government’s management discipline. The advantages or disadvantages of introducing stewardship code will becomeapparent over time. The shareholders’ meeting season of this year will be a importantevent. The stewardship code works properly, the goal of improving corporate valueand customer profits will be achieved, and contribute to the development of ourcapital market and national economy.