자본시장법상 금융투자회사의 신인의무를 통한 지배구조의 개선

Improving corporate governance is an important issue for many stakeholders surrounding corporations. In the meantime, it is true that in order to solve the problem of corporate governance, the focus has been on increasing the responsibility of directors and strengthening the protection of the interests of shareholders, especially minority shareholders. It is clear that these methods have not been successful, as the question of governance still continues to be raised. The risk varies depending on the business type of the financial institution and the products it handles. It is common sense that if the risk is high, the duty of care should be prudent accordingly. This common sense is clearer when considering the business units of various financial investment companies under the Capital Markets Act. Therefore, if the fiduciary duty is applied discriminatively for each type of financial investment business entity, it can induce the business operator to exercise the fiduciary duty prudently. As mentioned above, even in the case of a stock company, the CEO, business director, and ordinary directors are basically the same in that they bear the duty to monitor, but the court's attitude that the degree of duty required varies depending on the job in charge also reflects this point. There are differences in the authority exercised over the entrusted property for each of the six business areas: investment dealers/brokerage business, collective investment business, trust business, investment advisory business, and discretionary investment business. The method of preventing abuse of authority and establishing a sound governance structure by setting internal control standards and setting the degree of fiduciary duty exercise according to the details of the business handled and the risk of the product handled is simply the distribution of authority among institutions. more efficient than through The issue of authority distribution is a conflict of interest after all, and it is difficult to derive a result that satisfies everyone, so there is a need to approach it from a new perspective. It is a similar idea to improve the governance structure by varying the degree of credit obligation according to the size of the company and the type of business of the financial institution. It is effective only when it is accompanied by empirical research on the frequency of liability.