ESG 정보 공시제도의 입법방향에 관한 연구 ―주주중심주의 기반 공시․인증․평가제도를 중심으로

Amid ongoing discussions regarding the mandatory disclosure of ESG information in Korea, this study validates the necessity of a shareholder-centric ESG disclosure regime through an empirical analysis of current voluntary disclosures (specifically, 2023, 2024 Korea Exchange Sustainability Reports) and a review of domestic and international literature. Furthermore, by evaluating legislative bills related to ESG disclosure proposed in the 22nd National Assembly and conducting a comparative legal analysis, this study aims to present legislative directions for establishing a disclosure, assurance, and rating system grounded in shareholder primacy. Currently, ESG disclosures by domestic listed companies are fragmented across various regulations, with a significant portion relying on a stakeholder-oriented approach based on "Impact Materiality." However, this approach hinders reporting entities from concentrating resources on core ESG management, creates incentives for management to conceal performance behind vague indicators, and increases information search costs for investors. Considering the recent legal trend expanding the scope of directors' fiduciary duty from the company to shareholders through amendments to the Commercial Act, as well as the ISSB’s global standards orienting towards "Financial Materiality," a consistent institutional design focused on financial materiality useful to shareholders is required across the entire system of disclosure, assurance, and rating. In this context, first, this study proposes establishing the legal basis for ESG disclosure within the Financial Investment Services and Capital Markets Act, premised on including ESG information in annual business reports. It comprehensively examines aspects such as reporting entities, boundaries, subject matter, safe harbors, and the mitigation of duplicate disclosure. Legislatively, the study suggests mandatory disclosure centered on financial materiality, a phased expansion of reporting entities, allowance for corrective disclosures considering time constraints in data collection and third-party verification, introduction of safe harbor provisions for complex ESG information, mitigation of duplicate reporting, and the relaxation of data request requirements for SMEs. Additionally, it proposes the preemptive provision of guidelines to enable companies to concentrate resources on financially material issues by industry. Second, regarding the assurance system, the study recommends a phased enhancement of assurance levels. It proposes that financial authorities legislate and manage the qualification requirements for assurance providers to enhance reliability, and suggests linking this with the requirements for liability exemption in ESG disclosure. Third, regarding rating agencies, fragmented evaluation criteria currently lead to an excessive expansion of the disclosure scope unrelated to the official disclosure regime. This raises concerns about excessive burdens on companies and information overload for investors. Accordingly, the study suggests institutional inducements to ensure ESG ratings are based on financial materiality, thereby allowing companies to focus resources on specific critical issues and providing investors with meaningful information for investment decisions. Concurrently, it proposes establishing a regulatory framework to enhance the transparency and independence of rating agencies. In conclusion, this study aims to explore a framework for disclosure, assurance, and rating that moves away from the current voluntary disclosure regime-which emphasizes social responsibility implementation (impact materiality)-towards a consistent system centered on ESG information that significantly impacts corporate value. This approach intends to minimize unnecessary disclosure costs while effectively achieving the objective of investor protection.