지속가능성 정보 공시의 제도화에 관한 법적 쟁점 연구

In the early 2020s, growing interest in ESG (Environmental, Social, and Governance) management in South Korea led to the voluntary publication of sustainability reports. However, continued concerns over the accuracy and comparability of disclosed information have prompted capital market participants—such as corporations and evaluators—to call for a consistent disclosure framework. In response, efforts to institutionalize sustainability disclosures have gained momentum. This paper focuses on materiality, a core legal concept in the institutionalization process of sustainability disclosure. It conducts a comparative legal analysis of the scope of disclosures, their legal effects, the duties and internal control responsibilities of directors, and the linkage between disclosure and assurance systems. Based on this analysis, the paper proposes directions for future development. First, sustainability information based on financial materiality is related to the concept of material information under securities law. Therefore, it could be incorporated into the capital markets regulatory framework and business reporting system. In contrast, impact materiality-based disclosures should be designed as a separate reporting system or as part of non-securities public interest regulation. Second, while corporate directors under Korean commercial law are not explicitly required to consider ESG factors, legal duties and internal control responsibilities may expand alongside the institutionalization of sustainability reporting. In this context, the paper recommends that the Korea Exchange provide guiding oversight, and that legal liability be temporarily alleviated. It also suggests that the truthfulness of impact materiality information be ensured not through the capital markets framework, but via independent third-party assurance mechanisms. Finally, the paper emphasizes the importance of preventing conflicts of interest in third-party assurance systems to ensure the reliability of disclosed information. It proposes the establishment of ethical standards for assurance providers, the adoption of self-regulatory mechanisms, and—in the long term—the introduction of a conflict-of-interest prevention framework analogous to that under the Act on External Audit of Stock Companies.