사외이사 선임의 결정요인에 관한 연구: 사외이사 초과선임과 재임기간을 중심으로

[Purpose] In this study, we tried to outline the outside directors system by examining the characteristics of firms that appointed outside directors in excess of the legal minimum standards and that the outside directors tenure is less than 3 years. [Methodology] This study tested the final 3,861 firm－year samples found to be listed on the KOSPI market during the period from 2012 to 2017 using a Panel Fixed Effects Logit Model. [Findings] Following our empirical results, the larger the firm size, the higher the Tobin’s Q, the more the outside directors were appointed, whereas the longer the outside directors tenure, the larger the size of inside directors, and the higher the CEO ownership, the more the outside directors tended not to be appointed. In addition, the larger the size of inside and outside directors, the higher the free cash flow level, the outside directors tenure is managed to be less than 3 years, whereas the longer the CEO tenure and the larger the firm size, the more likely there is a tendency not to manage the outside directors tenure for less than 3 years. [Implications] The empirical results suggests that the institutional isomorphization process has been conducted in the direction of forming the smallest boards that meet the legal minimum standards for firms listed in the KOSPI markets, and the CEO is using the outside directors system in a way to support the Management Entrenchment Hypothesis.