ESG경영과 이사의 의무의 충돌 - 비재무적 요소 추구의 가능성에 대한 법적 연구 -

The ESG management is a new management ideology for pursuing non-financial factors. Directors are required to pursue the ESG management. But these directors are also obliged to act for the financial interests of the company. There is disagreement about whether directors breach their fiduciary duty for pursuing non-financial factors. Not only it is difficult to say that there is a clear standard for non-financial interests in the current Korean law, but the possibility of the pursuit of non-financial interests causes argument beyond traditional shareholder priority or stakeholderism. When considering the corporationʼs original purpose, directors can prioritize financial interests and pursue non-financial factors additionally. The relationship between the ESG management and the fiduciary duty should be reorganized. The possibility of pursuing non-financial interests should be also legalized. We can find specific features of the ESG management and the ESG investment in the difference in discretionary areas between directors and trustees. The ESG management has a relatively wider discretion than the ESG investment. It is necessary to analyze the financial impact of non-financial pursuit and to judge the legality of the act of pursuing non-financial factors through decision-making process. The ESG disclosure can affect the constraint of directorsʼ discretion. In addition, disclosure of the decision-making process, such as disclosing sustainable management report about ESG factors, can be a limitation of directorsʼ discretion and a point of contact between the ESG disclosure·management·investment.