좋은 지배구조는 근로자의 이사회 참여를 보장하는가?

Recently, as corporate social responsibility has become more important, voices demanding the right of workers to verify the company's decisions are growing not only in traditional working conditions such as wages, but also in management issues such as CEO selection, management strategy, and profit distribution. The phenomenon of economic polarization deepened during the pandemic is also strengthening workers' participation in board meetings. However, employee participation in the board of directors and corporate performance do not always coincide. As a profit organization, a company seeks profits through business activities, and contributes to society by creating jobs and paying taxes. Even if it is necessary to reflect the voices of workers, reforms must be made without departing from the essence of the company. Legislative examples of different countries also give us important lessons. Nordic countries such as Germany and Austria institutionally recognize the participation of workers in the board of directors, but countries with strong liberal colors such as the United States and the United Kingdom leave it up to individual companies to decide. In France, while introducing a worker director system, it is taking an eclectic stance by requiring workers to be shareholders. It cannot be said uniformly which system is appropriate for our country, but it is clear that even when workers participate in the board of directors, it is necessary to reduce the potential for conflicts of interest between workers and shareholders and management. Even in the case of the introduction of the worker director system, it is helpful for the board of directors to solidify by requiring workers to hold even a small amount of stock. In order for workers' participation in the board of directors to have a positive effect, reorganization of institutional systems such as the board of directors must be carried out together. In Korea, when the Commercial Act was enacted in 1962, the institutional structure was centered on the general shareholders' meeting, the board of directors, and representative director, but this institutional structure is too simple to reflect the diversified circumstances of the company. In a closed small company, it is necessary to activate the general meeting of shareholders instead of simplifying the board to reduce the cost burden, but in large-scale public companies or financial companies, it is necessary to reorganize the institutional structure to reflect the diverse voices and separate the supervisory and executive functions for checks and balances.