이사회는 기업 경영 시스템에 있어 기업과 경영진의 공정성과 투명성을 감시하는 데 있어 중요한 역할을 담당하고 있다. 국내 다수의 기업들은 1997년 외환위기 이후 사외이사 제도를 도입했다.

과거와 비교했을 때, 상황이 나아지기는 했으나, 아직도 내부와 완전히 독립된 외부 인사를 이사회에 포함시키는 경우는 드물다. 사외 이사진 도입이 기업의 투명성, 지배구조 향상에 도움을 줘, 주가나 기업 브랜드 가치에 미치는 긍정적인 효과는 분명히 있으나, 독립적인 사외이사회를 도입하는 게 모든 경우에 해당되는 것은 아니다. R&D 기술 집약적인 기업의 경우, 내부 관리자와 같이 전문지식과 경험을 쌓은 인물이 이사진으로 필요하다.

국내 상장기업은 이사회에 기본적으로 외부 인사를 어느 정도 두는 게 법으로 정해져 있다. 250개의 상장기업 중 800 여 명의 사외 이사진이 있으나, 대부분 내부 인사들과 친분이 있는 인물이다. 이러한 이유로 국내 사외이사 제도가 전문성과 독립성 부분에서 많은 지적을 받고 있다.

민영화된 공기업의 경우 건전한 사외이사 제도를 운영하고 있을 수도 있지만, 전문가들은 그밖에 기업에서 완전히 독립된 이사진으로 구성된 이사회를 운영하고 있지 않다며, 관련 법이 표준화 되어야 한다고 주장했다.

(코리아헤럴드 박형기 기자)









<관련 영문 기사>

Korea’s outside director system lacks substance

By Park Hyong-ki

Board directors have been a crucial part of the corporate management system, monitoring to see whether their companies or executives are operating fairly and transparently in the right direction.

Outside independent directors have been especially relied upon and placed alongside inside directors to help and guide the decision-making process in the interest of shareholders to avert stock price losses or any other value depreciation.

Korea has implemented the outside directing system in the aftermath of the 1997-98 Asian financial crisis, when a number of companies were facing collapse in part due to a lack of transparency and governance, as well as aggressive expansion on high leverage.

The so-called “Korean Discount” was often coined by foreign investors then for the country beset by such practices.

Things have, without doubt, improved in Korea, analysts said, since the adoption of the outside independent director system as a number of corporations saw their credit ratings climb while the notion of the Korean Discount, or chaebol discount, on the stock market has been somewhat subdued.

However, analysts said that companies have not yet fully established independent board systems as they still bring in outsiders with whom chief executives, chairmen or owners had previous relations.

“Korean outside directors, who are supposed to be fully independent, remain in the ‘influential shadow’ of corporate executives or insiders,” said Lee Su-jeong, a researcher at the Economic Reform Research Institute. ERRI has issued six reports analyzing Korea’s board system.

Although having independent outside directors at corporate boards is not panacea, they do have a positive effect, for instance, on companies’ stock prices and brand value as those outside board members represent transparency and governance, said the Corporate Governance Service, citing various studies.

However, other data show that it is more effective for companies, for instance, that are highly focused on technology research and development for operations to have insiders lead the board as they have more specific knowledge and expertise than outsiders of which direction companies should take going forward.

Listed companies are basically required by law to have 25 percent of their boards consist of outside independent directors. However, this could differ in accordance with corporate asset size.

If a company has assets of over 2 trillion won, outsiders must take more than half of the board or committee seats. Generally, there are one to two outside directors seats at a table for a total of six on average per one company board, according to the CGS.

There are about 800 outside directors at 250 listed subsidiaries and affiliates of 51 business groups as of last year, according to ERRI.

About 30 percent of them are “friendly outsiders” or simply, yes men, meaning that they have close relationship with insiders on the board and rarely oppose any management agenda set forth before them.

They may have built their relationship while going to the same universities, or friendly outsiders could be those from companies with which insiders have strategic business partnerships. Other friendly outsiders are executives from subsidiaries and lawyers that had represented insiders in the past.

Korea has been maintaining about a 30 percent proportion of friendly outside directors over the last six years, but analysts said this could be higher as there could be outsiders who have family ties with inside executives.

This is the reason Korea’s outside director system is still being criticized over its professionalism and independence, said the CGS in a report.

“Overall, the most important factor that brings up the flaws (in the system) is that a majority of outside directors are being recommended and appointed by top executives of companies,” researchers at the CGS said.

Lee of ERRI said that there has not been significant change at top conglomerates’ outside director system with most of major renowned business groups such as GS, Doosan and Samsung still having a large number of friendly outsiders.

State-run companies that had been privatized such as KT&G, POSCO and Korea Gas Corp, or companies with no major shareholders or owners may have run sound outside director systems.

But analysts said that it is hard to pick one solid company that has shown to run a board consisting completely of independent directors.

They said that laws concerning board directors should be further strengthened and standardized to boost their independent monitoring functions.

(hkp@heraldcorp.com)