국민연금기금의 주주권 행사 체계에 관한 검토 – ESG 관련 기업과의 대화를 중심으로 -

NPS(National Pension Service) Fund plays a leading role in the exercise of responsible investments and ESG. However, the NPS' engagement system is ineffective due to excessive procedures, and its ESG event-based engagement procedure is not appropriate. And most of these problems are attributed to the perception that there is a lack of transparency. In this paper, the provisions of the NPS’ engagement system were reviewed and improvement measures were presented compared to overseas cases. First of all, after reviewing the types and procedures of engagement of overseas pension funds and asset management companies, NPS had similar types and procedures to those of overseas cases, but procedures did not reveal this. I proposed to restructure the engagement procedures to reflect the substance of its dialogue with the corporate. In order to facilitate that, I suggested to abolish the existing process of special committee’s selecting companies subject to private conversations and to hold private conversations at team in NPS’ discretion, but to expand the scope for dialogue proposals by special committees. If transparency is strengthened through reporting procedures, concerns over passive exercise of shareholder rights can be addressed. In addition, it was suggested to set step-by-step targets as in overseas cases and to report performance according to step-by-step targets. Furthermore, in relation to ESG-related event-driven engagement, examples of ESG materiality were referenced in order to establish a clear scope. Overseas, various cases are accumulating to determine the materiality of ESG information, which allows to judge cases that affect corporate value even if they are not in a legally regulated area. Therefore, it is necessary to clarify the words that define the matter that ESG-related event and evaluate its materiality accordingly, but to different means of engagement depending on the intensity, probability and time frame of the issue. In addition, considering the trend in double materiality emerge internationally, it is proposed that special committees actively participate in referring these issues to the engagement.