기관투자자(국민연금)의 주주권 행사와 관련한 자본시장법상 지분공시 제도의 문제점과 개선방안

NPS adopted the Responsible Investment & Governance Principles (Stewardship Code) to fulfill the obligation of fiduciary duty to improve the dual mandate of long-term profitability and stability, while enhancing independence and transparency in exercise of shareholder rights. Through the Code, the scope of shareholder activities has been expanded to address director remuneration, legal and regulatory violation and others. Meanwhile, when introducing the Responsible Investment & Governance Principles, NPS first adopted activities not constituting Management Participation Purpose in consideration of concerns over the potential intervention in business management and a return of short-term gains on trading, while having permitted Management Participation Purpose activities with the exception of being approved by the FMC, which will be adopted at full scale after the foundation is set. The Capital Markets Act defines “the purpose of management participation” in Article 147, which regulates the reporting system for mass holding, and refers to a special case for reporting on status of specific securities, etc. owned by executive officers, etc. and the exceptions of return of insider’s short-swing profit for National Pension Fund. It is more appropriate to cleary express “to acquire control” rather than “to influence management rights” in relation to the purpose of management participation. As long as the regulations related to insider’s short-swing profit have been revised and included direct methods to strictly control the availability of using material nonpublic information as a requirement to recognize the exception to the return of short-swing profit from the public pension fund, it is reasonable to delete requirements that do not have a direct relationship with unfair transactions such as “not for management participation purpose.”