미국 공개회사의 지배구조와 투자자 보호에 관한 연구

Share ownership is a significant influence on the corporate governance system. In many publicly held corporations in the U.S., there are widely dispersed shareholders, and as a result there is no large shareholder to monitor the business. Ownership usually implies control, but without a concentration of ownership in shares, managers who control corporate assets, information, and the voting mechanisms are in de facto control of the corporation with little oversight by the owners. Corporate governance proposals that seek to protect shareholders have focused on the role of independent directors. Publicly held companies must also have some committees of the board composed exclusively of independent *266 members such as the audit, compensation and nominating committees. The corporate governance has been competitively reformed since 1990’s in Korea. The roles of corporate board in corporation have been changed after the mandatory outside directors and audit committee had been introduced after the foreign currency crisis, finding out the necessity to pay attention to the independence of outside director from the management. But there is a continuing controversy about the usefulness of the outside director and audit committee. There may be several reasons why the same system functions differently, but in the case of Korea, the existence of a controlling shareholder is the main reason. The controlling shareholder of a Korean company is sometimes appointed to the position of a major institution of the company, but even the status of a simple controlling shareholder continues to influence the company’s management. It is necessary to exclude such influence as much as possible so that corporate management can operate normally. In other words, responsible management by appropriate managers can be realized. When such normal responsible management is implemented, the interests of general investors can also be protected normally. In the case of Korea, it is difficult to say that investor protection is thorough in a situation where most companies have a controlling shareholder and the independence of the board of directors is not guaranteed. In other words, it is difficult to thoroughly prevent misappropriation of company profits by controlling shareholders. In order to solve this problem, it is necessary to expand the supervisory function of the management by strengthening the independence of the board of directors, and to strengthen the functions of outside directors and audit committee members. In addition, to strengthen the supervisory function of the board of directors, it is necessary to make the executive officer system compulsory.