사외이사 선임의 결정요인에 관한 연구

This paper analyzed the director election, particularly the appointment of outside directors, among the agenda items of the annual shareholder meeting. Based on the data from 2012 to 2017, I find that 100% of the candidates nominated by the board or executives were appointed as outside directors, while all candidates recommended by the shareholder proposal were rejected. In the case of being appointed as an outside director, the candidate is more likely to be disqualified when the level of corporate governance is low, the candidate is not female, and director’s tenure is long. Additionally, firms that appoint a disqualified outside director show poor performance. The results of the empirical analysis show that the election of outside directors is an important mechanism for corporate governance. And, it suggests the need to secure the diversity of the board of directors and to prevent the incumbent directors’ entrenchment. Finally, this analysis can be utilized for the Financial Investment Services and Capital Markets Act including the gender composition of the Board of Directors effective from August 2020 and Enforcement Decree of the Commercial Act including the disqualification of outside directors of listed companies which is applied from March 2020.