This article reviews recent developments of enhancing corporate governance system and corporate governance codes of major countries. In addition, it analyzes the contents, legal issues and legal measures to solve the problems of the Korean Corporate G ...
This article reviews recent developments of enhancing corporate governance system and corporate governance codes of major countries. In addition, it analyzes the contents, legal issues and legal measures to solve the problems of the Korean Corporate Governance Code which was revised in 2016.
In order to discuss corporate governance reform through soft laws which has been actively progressed recently, this thesis deals with the definition and types of soft laws, and analyzes the definition, subject issues, and purposes of corporate governance code. It also discusses principle-based approach as a method of establishing the code, and main body of legislation, revision and interpretation of the code.
In order to study major countries’ corporate governance code comparatively, the codes of the OECD, United Kingdom, Japan and Germany were analyzed. Also it reviews the structures and main contents of the Korean Corporate Governance Code of 2016 in terms of shareholders, board of directors, audit institutions, stakeholders, and market monitoring. In addition, this article analyzes legal problems of the Code and proposes legal measures to solve those problems. It suggests to stipulate the Code briefly and concisely, to revise the Code regularly in accordance with changes of business environment.
With respect to ‘Comply or Explain’ principles, this article reviews the necessity, current status of major countries’ introduction of the principles, merits, limits and measures to improve the principles. It suggests to adopt the principles into the Code directly and introduces Voluntary Corporate Governance Disclosure System of Korea and ten fundamental principles needed to disclose. It also proposes to introduce the ‘Comply or Explain’ principles into Listing Rules and Disclosure Rules of the Korea Stock Exchange, revises the Code in terms of principle based approach and clarifies the monitoring body to review the enforcement of the Code.