사회적 책임투자의 관점에서 스튜어드십 코드의 한계와 가능성

This article examines the limits and possibilities of the Stewardship Code from the vantage point of socially responsible investment (SRI). Conceived as a soft-law instrument, the Code seeks to articulate fiduciary responsibilities so that investment activity in capital markets targets firms’ long-term value and sustainability—an agenda shaped by reflection on the causes of the global financial crisis and by shared risks facing the wider community. In that respect, the Code and SRI are animated by a common normative concern. Yet the Code’s very nature as a framework for self-regulation entails inherent constraints on its effectiveness. Persistent features of contemporary markets—formulaic disclosure, short-term performance pressure, conflicts of interest, and the absence of credible external assurance—are not easily overcome within a purely voluntary regime. Against this background, the article interrogates the Code’s limitations along four dimensions closely tied to shareholder engagement: the boundaries of shareholder democracy and activism; the weaknesses of soft-law-based self-regulation; the limits of market discipline as a regulatory mechanism; and the heterogeneity of institutional investors’ interests coupled with pervasive short-termism. Building on this analysis, it proposes measures to enhance the Code’s effectiveness: first, redesigning the regulatory technique to make principle-based norms bite in practice; second, refining disclosure and reporting so that market discipline can operate on reliable information; third, instituting quality controls and strengthening external assurance to bolster the credibility of reports; and fourth, embedding robust conflict-management and independence safeguards. The discussion draws on recent U.K. and EU developments that move toward more public oversight. The article concludes that direct transplantation of U.K. or EU models is neither necessary nor advisable. Taking account of Korea’s regulatory conditions, a gradual, mixed approach—public-private co-regulation—offers a more suitable path. Properly implemented, the Stewardship Code can serve as a normative lever that advances SRI in the Korean market.