경영진에 대한 주식연계보상에 관한 입법적 개선방안

Stock-based compensation is a useful compensation tool that can strengthen the link between executive compensation and performance, and is widely used in major overseas countries. However, some are concerned about the possibility of abuse by controlling shareholders of equity-linked compensation, and are also arguing that regulations similar to those for stock options should be established for equity-based compensation using treasury shares. This article aims to present a balanced improvement plan that balances the need to pormote stock-based compensation with the need to prevent abuse. To this end, this article first exaimes the legislative practices of the United States, the United Kingdom and Japan, where companies have been allowed to use equity-linked compensation flexibly, but the procedures for determining executive compensation and regulations on disclosure have been strengthened to link compensation to performance. Compared to major overseas countries, the problem in Korea is not that excessive stock-baed compensation is being granted, but that there is a lack of proper monitoring and control over the executive compensation, including the controlling shareholders. Based on this, the article proposed a plan to strengthen the regulation of executive compensation in order to prevent the management, including the controlling shareholder, from exerting influence for managerial private benefit. With respect to stock-based compensation system, the study proposed a balanced approach: allowing companies greater flexibility in adopting such schemes, while addressing a governance issue distinctive to Korea—namely, the potential misuse of these mechanisms as a means of facilitating managerial succession within controlling shareholder families—by introducing enhanced procedural safeguards, such as requiring majority approval by minority shareholders.