일본의 자본시장 및 기업지배구조의 개혁 과정과 시사점

This article examines the improvements in corporate governance and capital market reform in Japan over the past decade, highlighting achievements and implications for South Korea. Since the Abe administration, Japan has aimed to enhance transparency and reliability in its capital markets by introducing the Stewardship Code and Corporate Governance Code, while continuously improving governance structures and disclosure systems for listed companies. Key improvements include the expansion of independent directors, reduction of policy-holding shares, and enhanced shareholder return policies, contributing to healthier capital markets. However, challenges remain, such as low ROE and excessive cash reserves. Recently, Japan has focused on strengthening market valuation by promoting dialogue between investors and companies, encouraging management reforms using PBR (price-to-book ratio) indicators, and expanding English disclosure requirements. South Korea faces distinct challenges, including concentrated ownership by controlling shareholders, weak minority shareholder protections, and the absence of a mandatory takeover bid (TOB) system. Addressing these issues requires more than appointing outside directors; reforms should strengthen minority shareholder rights, enhance shareholder litigation mechanisms, and introduce a mandatory tender offer system. Moreover, improving information disclosure transparency and reinforcing the Stewardship Code can reduce information asymmetry and build market confidence. Inspired by Japan’s approach, South Korea should foster growth strategies through measures such as director liability limitations, executive liability insurance, and business restructuring laws linked to capital market regulations. Ultimately, sustainable capital market reform in Korea should focus on addressing unique domestic challenges rather than replicating Japan’s experience, fostering a competitive and trusted market that benefits companies and investors alike.