주주제안제도의 문제점과 기능화를 위한 몇 가지 단상

The shareholder proposal right is a system that is a very important tool in realizing an open shareholder-led general meeting. Nevertheless, there are few signs that the shareholder proposal system is fulfilling its role and function. This paper examines the reasons by focusing on the institutional characteristics of the shareholder proposal right in Korea from the perspective of ① appropriateness of share requirements, ② validity of grounds for rejection, ③ possibility of abuse of the system, and ④ rationality of system operation. The summary is as follows. Although shareholder proposals have been on the rise recently, the number of proposals is small compared to other countries, and the approval rate is low. This is largely attributable to ① the strict shareholding requirements that depend only on the ratio standard, ② the so-called ʻʻpriority proposalʼʼ, which puts the company agenda ahead of the shareholdersʼ agenda, and the ʻʻtransformation proposalʼʼ, which divides the shareholder proposal into several agendas. In order to improve this, it is necessary to add an amount standard to the share requirement, and in the case of priority proposal and transformation proposal, the possibility of abuse is high as it takes advantage of the fact that shareholder proposal rights are exercised six weeks before the date of the general meeting and notice of convocation is sent two weeks before the date of the general meeting. In this regard, in the case of transformation proposal, it is necessary to confirm the intention of the shareholders. If the transformation proposal is made for the purpose of distorting the content of the shareholder proposal and nullifying the legitimate shareholder proposal, it should be strictly regulated according to the law of abuse of rights and the law of delegation. In particular, if the shareholder's agenda is an alternative proposal that is incompatible with the company's agenda, it is highly likely that the shareholder's agenda will be automatically discarded if it is accepted without any restrictions. so it is necessary to establish objective standards for the order of proceedings or resolution. According to the current commercial law, ① in the case of a listed company, the dismissal proposal of director who are in office are not permitted, and ② there is no limit on the number of proposals that shareholders can make. And ③ the reason for proposal is not stated in the notice of convening or public notice, and explanation of the reason for proposal is permitted only at the site of the general meeting of shareholders. Since the shareholder proposal right in Korea is an agenda addition type that only adds an agenda to the convocation notice, it is relatively free from cost issues and has little chance of conflict with the proxy recommendation system. Therefore, even if the election proposal is accepted, it is less likely to cause problems, and even if the number of shareholder proposals increases, it is unlikely that it will escalate into an increase in costs. In that sense, ① lacks validity, and ② is appropriate. This is especially true considering that the average number of shareholder proposals per shareholder is only four. Also, considering that the purpose of notifying shareholders of the reason for proposal in advance through a convocation notice, etc. is to enable shareholders to make sufficient preparations for exercising their voting rights, the problem of ③ must be improved.