주식회사 모델에 기초한 공기업 지배구조의 개선 방향

• 영문명: Improvement of Corporate Governance in SOE based on Stock Company Model
• 발행기관: 전남대학교 법학연구소
• 저자명: 김원기(KIM, Wonki) 박성진(PARK, Sungjin)
• 간행물 정보: 『법학논총』제28권 제2호, 121~153쪽, 전체 33쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2008.12.30

영문 초록

In our country, State-Owned Enterprises (SOE) still represent a substantial part of GDP, employment and market capitalisation. Moreover, SOEs are often pre- valent in utilities and infrastructure industries, such as energy, rural development, whose performance is of great importance to broad segments of the population and to other parts of the business sector. Consequently, the governance of SOEs will be critical to ensure their positive contribution to a country’s overall economic efficiency and competitiveness. Fundamentally, corporate governance difficulties derive from the fact that the accountability for the performance of SOEs involves a complex chain of agents (ownership entities, ministries, management, board), without clearly and easily identifiable principals. To structure this complex web of accountabilities in order to ensure efficient decisions and good corporate governance is a challenge. In order to carry out its ownership responsibilities, the state can benefit from using tools that are applicable to the private sector, including the ‘Korean Com- mercial law’, the ‘OECD Principles of Corporate Governance’ and the ‘OECD Guidelines on Corporate Governance of State-Owned Enterprise’. The followings are the characteristic features obtained from this study. First, the ownership entity should be held accountable to representative bodies such as the Parliament. In order to increase the public confidence in the way the state manages ownership of SOEs, it is important that ownership entity roles are clarified and explained to the general public. Second, governments should base themselves as much as possible on corporate law and avoid creating a specific legal form when this is not absolutely necessary for the objectives of the enterprise. Streamlining of the legal form of SOEs would enhance transparency and facilitate oversight through benchmarking of Commercial law. Third, the state should let SOE boards exercise their responsibilities and respect their independence. The boards of SOEs should be composed so that they can exercise objective and independent judgement. They should have the power to appoint and remove the CEO like a Stock Company. The boards of SOEs should be assigned a clear mandate and ultimate responsibility for the company’s per- formance. Finally, ownership entities and SOEs should observe high standards of trans- parency. They should disclose material information on all matters described in the ‘OECD Principles of Corporate Governance’, ‘OECD Guidelines on Corporate Governance of State-Owned Enterprise’, and in addition focus on areas of signi- ficant concern for the general public. This study is intended to provide opinion that will assist governments in im- proving the corporate governance of SOEs. This study also suggest that the state plays a positive role in improving corporate governance across all sectors of our legal system.

목차

Ⅰ. 머리말

Ⅱ. 株式會社 및 公企業의 支配構造

Ⅲ. 公企業과 一般 株式會社의 支配構造 비교

Ⅳ. 公企業 支配構造의 問題點 및 改善方向

Ⅴ. 結論

키워드

공기업 지배구조 OECD 기업지배구조 원칙 OECD 공기업 가이드라인 지배구조 개선 State-Owned Enterprises Corporate Governance OECD Prin- ciples of Corporate Governance OECD Guidelines on Cor- porate Governance of State-Owned Enterprises Improvement of Corporate Governance