이사회제도의 문제점과 개선방안에 관한 연구

Abstract

A Study on the Problems and Improvement of Board System Cho Eun-Jeong Advisor : Prof. Kwon, Sang-Ro, Ph.D. Major in General Society Education Graduate School of Education, Chosun University The study aims to examine the measures created to improve corporate governance, intending effective management and use of resources at the same time responding to the increasing corporate misconducts and crimes, the board system that has strengthened the authority of the board overseeing and monitoring business operations and making management decisions, and identify related problems and improve them. To this end, it summarized Korea's board system and examined how major developed countries such as the U.S., U.K., Germany, and Japan are improving and changing such system. It was found that major countries are strengthening the board's control or monitoring functions rather than simply diversifying it and enhancing its advice-giving function. As ESG management is widely spread, which reflects environmental, social, and corporate governance in corporate investment, it suggests the need to strengthen the representativeness of the independent board system to secure sustainable strategies. However, it has been pointed out that the Korean board system still needs to adequately strengthen its diversity, independence, and transparency. In particular, when securing diversity, the quota system for female board members, implemented on August 22, 2022, is limited to conglomerates with total assets of more than 2 trillion won, and there is a special article disallowing any legal penalties even if there was a violation. With the global movement to improve board diversity, it is necessary to strengthen the diversity of board members by increasing the participation of female directors in domestic corporate governance discussions. Moreover, measures are needed to strengthen the nominating committee's independence to enhance the board's independence and representativeness. Above all, the boards' diversity, independence, and transparency significantly impact the social image and financial performance of companies, so it is necessary to improve the board system to secure diversity and independence in the governance of domestic companies. These findings suggest that future board reform discussions should focus on changes to the board system to prevent biased decision-making and strengthen board representativeness, monitoring, and control to improve corporate governance further. The results of this study provide important policy implications for future discussions on improving the board system. However, as this study is a literature study, it has limitations as it requires verification of the actual application and effectiveness of the suggested improvement measures.