금융회사 임원의 적격성 심사에 관한 법적 문제와 정책적 과제 – 영국의 적격성 심사제도(Fit and Proper Test)를 중심으로 -

In recent years, there has been ongoing social controversy concerning the qualifications of executive officers of financial institutions, particularly regarding the issues such as the CEO succession in financial holding companies, parachute appointments, and financial accidents. In order to ensure that qualified individuals who can best serve shareholders or societal interests are appointed as the executive officers of financial institutions, institutional measures should be put in place to support this goal. This paper aims to explore the ‘Fit and Proper Test’, which is a system implemented by financial regulatory authorities in many overseas countries including U.K. to examine the suitability of executive officers of financial institutions. This paper reviews the details about the Fit and Proper Test of U.K. including the requirements of officers of financial institutions, status of operation, etc. In Korea, Act On Corporate Governance Of Financial Companies stipulates the requirements of the officers of financial institutions. Under the same law, there are not any positive requirement regarding suitability for officers of financial institutions except for outside directors. It only provides for certain disqualifications for officers of financial institutions. As result, a financial institution can appoint an officer only after checking such disqualifications. It also requires for a financial institution to check the requirements of officers and report about the appointment immediately to the FSS. If a financial institution does not perform such obligations, it will be subject to administrative fines not exceeding 30 million won, which is not severe. Considering the importance of financial institutions in a society, it should be necessary to impose strict requirements to secure the fitness and propriety of their officers. In this regard, the recent passage by the National Assembly of the Amendment to the Financial Company Governance Act, which imposes positive qualification requirements on officers of financial institutions, is highly commendable. The amended law requires financial institutions to determine whether the officers meet the criteria of expertise, work experience, honesty, and integrity when appointing or changing their positions. However, the amended law does not specify detailed criteria other than these general provisions, leaving room for discretion by financial institutions when assessing the fitness and propriety of officers. Therefore, it would be necessary for enforcement decrees or supervisory regulations to establish specific standards on matters to be reviewed when a financial institution assesses the qualification requirements of officers. Moreover, in order to ensure that officers of financial insitutions are fit and proper for their roles, it would be essential to tighten penalties and sanctions for financial institutions if they fail to fulfill their obligations to verify, report, and disclose the qualifications of their officers. In addition, it would be necessary to utilize an independent committee to fairly conduct qualification assessment for officers of financial institutions, and to implement measures to dismiss the officers if they are no longer deemed qualified after the appointment.