ESG 경영에 따른 주주총회 관련 규정의 개선방안 - 중소․중견기업에 대한 적합성을 중심으로 -

Although the basic law on stock companies is the Commercial Act, there is a lack of consistency between the provisions of the commercial law and corporate practice, so a reasonable interpretation and legislative supplementation are needed. This is especially true for small and medium-sized enterprises (SMEs) and Middle-Standing Enterprises that are facing realistic difficulties due to the expansion of the scope of application of ESG management. Therefore, in this paper, the following improvement measures are suggested. First, in relation to the requirements for convening a general meeting of shareholders, 1) A general meeting of shareholders and its resolution held in the absence of a convocation resolution of the board of directors or in the absence of a convocation resolution of the board of directors shall be interpreted as invalid. 2) Article 364 of the Commercial Act should be deleted so that the board of directors can flexibly set the location of the general meeting of shareholders in consideration of the distribution of shareholders. 3) The requirement for minority shareholders in requesting the convocation of a general meeting of shareholders shall be premised on the total number of issued shares with voting rights. 4) The concept and scope of electronic documents should be stipulated in the commercial law. 5) The other party to the convocation request of minority shareholders should be amended from the board of directors to a director, and the contents related to Article 383, Paragraph 6 of the Commercial Act should be supplemented. 6) It is necessary to stipulate the meaning of the purpose in relation to the convocation request of minority shareholders, and in relation to the reason for the convocation, the board of directors must notify whether or not the convocation is approved or proceed with the convocation procedure within a certain period after the minority shareholder's request for convocation. However, minority shareholders should be allowed to apply for convocation permission to the court only when they have violated this or there is a specific reason such as in a representative lawsuit. Next, in relation to the convocation method and operation of the general meeting of shareholders, 1) The problem of distortion of voting rights should be prevented by reducing the interval between the reference date and the date of the general meeting of shareholders, which can be up to three months. 2) The Commercial Act should be amended to define electronic documents as electronic methods, and the types should be clearly described to ensure both usability and safety. 3) The articles of incorporation should stipulate how to conduct electronic public announcements, giving shareholders the possibility of foresight. 4) Even for matters requiring a special resolution at the general meeting of shareholders, the period of notice of convocation must be extended to at least three weeks to support the reasonable exercise of voting rights by shareholders. 5) In the appointment of auditors, by inferring Article 371, Paragraph 1 of the Commercial Act, it is interpreted that stocks exceeding 3% are not included in the total number of issued stocks, and a plan to alleviate the resolution requirements of the general shareholders’ meeting should be positively reviewed. do. 6) The Commercial Act should stipulate the content of the follow-up measures of the general shareholders' meeting inspectors to increase effectiveness, and the Commercial Act should also stipulate the director's duty of explanation for the rational judgment of shareholders and the effective operation of the shareholders' meeting.