• The Korean Journal of Financial Studies
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• v.9 no.1
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• pp.1-35
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• 2003

본 연구의 목적은 우리나라에서 사외이사 제도가 효과를 충분히 거두기 위한 어떠한 개선방안과 정책이 필요한가를 주로 사례연구를 통해 분석하는 것이다. 사례분석의 대상으로 POSCO, 주택은행 그리고 SK텔레콤을 선정하였다. 사례분석 대상기업들은 사외이사 제도 도입을 통해 이사회의 본래 역할을 회복되고, 이사회에서 주주이익을 위한 의사결정이 내려지고, 전반적으로 경영투명성이 향상되는 효과를 거두고 있는 것으로 분석되었다. 본 논문의 사례연구는 사외이사 제도의 발전을 위해 다음과 같은 시사점을 제공한다. 첫째, 사외이사의 독립성과 전문성 제고가 시급하며 이를 위해서는 최고경영자에 대해 유인을 제공하고 사외이사에 대한 주식연계 보상을 실시하고 사외이사 선임에서 독립성보다 전문성을 우선시 하는 것이 필요하다. 둘째, 이사회 규모를 축소해야 한다. 셋째, 이사회와 전문위원회의 역할을 분리해야한다. 넷째, 이사회와 사외이사 평가가 이루어져야 한다.

• Management & Information Systems Review
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• v.33 no.1
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• pp.157-172
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• 2014

This study examines the relationships between TMT's characteristics - international education background ratio, international job experience ratio, international related professionals ratio- and the degree of firm's internationalization. It also examines the moderating effect of independent board on those relationships. The results of multiple regression analysis show that the ratio of TMT's foreign job experience is positively related to firm's internationalization. On the other hand, both international education background ratio and international related professionals ratio do not significantly related to firm's internationalization. Regarding the moderating effects. independent boards weaken the positive relationship between TMT's foreign education background ratio and firm's internationalization. Whereas they strengthen the positive relationship between TMT's international education background ratio and firm's internationalization. The findings of this study imply that Chinese firms should consider the interaction effects between the TMT and board on their decisions of internationalization.

• KDI Journal of Economic Policy
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• v.35 no.2
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• pp.1-39
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• 2013

Considering the relationship between state-owned enterprise (SOE) CEOs and political circles, this study examines the performance impacts of CEO's succession type, board chair separation, and industry expertise and finance expertise of CEOs and outside directors. I propose the definition of political independence in SOE CEOs based on the independence in appearance that might affect general people's perception. It means that there are no relationships or circumstances that might affect SOE CEO's judgment, activity, and report. The definition is able to overcome the limitations of the prior research that could not discover the CEOs who were affiliated to political circles because the research just distinguished the CEOs following their pre-jobs. This study focused on the performance impacts of political independence impaired CEO as well as the CEO's impacts on the relationship between the performance and other corporate governance variables. I selected as dependent variables the average return on asset as operating income divided by total assets and the average customer satisfaction rate evaluated by Korean government during the first three years following the year of the events of explanatory variables. My theory and evidence from the various CEO's personal background and financial information from SOEs in Lee Myung-bak Administration and Rho Moo-hyun Administration suggest the following important things. First, the analysis based on whether or not a SOE CEO keeps political independence shows that a political independence impaired CEO made a significantly negative impact on customer satisfaction rate. Second, the separation between a board chair and a CEO in SOEs introduced by Korean Act on Management of Public Institutions made a significantly positive impact on customer satisfaction rate. However, the positive impact of the board chair separation was removed in a political independence impaired CEO's SOE. Third, outside director's industry expertise made a significantly positive impact on return on asset. However, the positive impact of the outside director's industry expertise was removed in a political independence impaired CEO's SOE. Fourth, the comparison between Lee Myung-bak Administration and Roh Moo-hyun Administration on the corporate governance and performance of SOEs shows that the ratio of political independence impaired CEO was significantly higher in Lee Administration and the ratio of outside director's industry expertise and finance expertise were respectively significantly higher in Roh Administration. Based on these results, I suggested a few policy alternatives for CEO's improved political independence and requirements for executive's expertise in SOEs.

• The Korean Journal of Financial Studies
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• v.4 no.1
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• pp.151-176
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• 1998

우리 나라 기업의 지배구조의 문제점은 대체로 이사회와 감사의 경영감시기능 부족, 기업인수시장의 활성화 미흡, 채권자로서의 은행의 경영감시역할 미흡 등이 지적되고 있다. 그러나 우리 나라의 기업지배체제는 오너체제로 대표되며, 여러 가지 폐해에도 불구하고 신속한 의사결정과 과감한 투자가 가능하다는 장점도 갖고 있다. 따라서 본 고에서는 우리 나라에서 바람직한 지배구조를 모색해 보기 위해 미국과 일본의 지배구조를 참고하여 다음과 같은 몇 가지를 제시하고자 한다. 첫째, 이사회와 감사의 기능을 활성화하는 것이다. 둘째, 기업인수시장의 활성화가 필요하다. 한편 차입경영이라는 특징을 가진 우리 나라 기업의 현실에서 은행이 적극 개입함으로서 경영감시의 효율성이 높아질 수 있다고도 한다. 그러나 금융기관의 소유구조와 자율성 및 독립성이 선결과제로 해결되어야 할 것이다. 기업의 지배구조에 대한 논의는 기업의 효율성을 높일 수 있고, 기업의 경쟁력을 높일 수 있는 방향으로 이루어져야 한다. 기업지배의 개념은 소유와 경영의 분리를 전제로 정의된 것이기 때문에 소유자경영이 보편화되어 있는 우리 나라의 기업 현실에 외국의 기업지배제도를 그대로 적용하는 것은 바람직하지 않다. 따라서 지배구조의 개선 노력은 점진적으로 그리고 전반적으로 추진되어야겠지만 선택은 기업의 자율에 맡기는 것이 바람직하다.

• The Korean Journal of Financial Studies
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• v.9 no.1
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• pp.37-67
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• 2003

현재 기업지배구조의 개선은 OECD 및 세계은행, CalPERS 등의 국제기관투자자는 물론이고 각국정부의 주요 과제로 등장하고 있다. 한국의 경우 기업지배구조의 개선이 핵심적인 경제이슈로 부각된 것은 1997년말에 닥친 외환위기와 극심한 불황을 당하고 나서라고 할 수 있다. 그후 외환위기의 극복과정에서 기업지배구조 모범규준 제정, 이사회 및 감사기구의 강화, 소수주주의 권한 강화, 기관투자자(외국인투자자 포함) 및 시민단체의 활동강화, 기업지배권 시장의 활성화 등 주로 정부주도에 의한 제도변화가 급속하게 도입 시행되었다. 일본의 경우에는 기업지배구조 개선에 대한 공식적인 논의는 한국보다 앞섰으나 제도의 도입과 실행은 한국에 비하여 상당히 늦었다. 2001년 12월의 상법개정에서 감사역의 독립성 강화, 사외감사역 제도의 충실화, 취체역의 책임경감, 주주대표 소송의 합리화 등 비교적 큰 폭의 제도개선이 이루어졌다. 그러나 사외이사를 중심으로 하는 미국식 이사회 제도의 채택은 향후의 개혁방향에 포함되어 있다.

• Management & Information Systems Review
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• v.35 no.3
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• pp.155-171
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• 2016

Separation of management with ownership induces the agency problems between CEO and shareholders of Chinese firms. To solve this problem Chinese government has enforced the "stock incentive management law for stock listed companies" since 2006. However, it has not been clear that this law is beneficial to reduce the agency cost and thus to increase the performance of Chinese firms. This study aims to answer this question. It is specifically designed to explore the effects of CEO's stock incentive on the performance of Chinese firms. It also examines the moderating effects of the characteristics of the board of directors on this relationship. Using a multi-year sample (2008-2014), we found that CEO's stock incentive is positively related to firm's performance. We also found that the equity stakes of board members strengthens the positive relations between CEO's equity incentives and firms' performance. On the other hand, contrary to expectations, the independency of the board of directors does not significantly moderate the relationship between CEO's equity incentives and firms' performance. Based on the findings, this study provides valuable implication for theory and practice.

• Informatization Policy
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• v.29 no.4
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• pp.3-25
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• 2022

The governance structure of public broadcasters is the hottest topic in domestic media policy. This study examines the flow of discussions by period by synthesizing the research literature on the governance structure of domestic public broadcasting since 2000. As a result, active discussion on the governance structure of public broadcasting was confirmed to have appeared following the conservative governments after 2008, derived from the "crisis theory of public broadcasting." In addition, the discussion was conducted centered on the public values of public broadcasting and direction of system improvement, political independence of public broadcasting, composition of the board of directors, and presidential election system. This study suggested that future discussions on the governance structure of public broadcasting should expand the existing discussion of political independence to encompass the values, responsibilities, and systems of public broadcasting that presuppose citizen participation.

• Management & Information Systems Review
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• v.24
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• pp.1-24
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• 2008

This paper examines the direct effects of board independence and also its interaction effects with CEO's firm specific experience on firm performance. The findings in an hierarchial regression analysis of multiyear sample of computer hardware companies indicate that independent, outsider directors are beneficial to firms' performance when CEO has high-level of firm specific experience whereas it is harmful when CEO has low-level of firm specific experience. However, separating the positions of board chair and chief executive officer that has been used as another means for increasing board independence does not influence to firms' performance. These findings imply that researchers in corporate governance should reconsider the relative weight placed on directors' monitoring and assistance role. Rather than focusing predominantly on directors' willingness or ability to control executives, in future research scholars should yield more productive results by focusing on the assistance directors provide in bringing valued resources to the CEOs and in serving as a source of advice and counsel especially for CEO's improvement of management technique. In addition, they should pay more attention on identifying intervening processes between board and firm performance in order to provide optimal governance mechanisms and configurations to practitioners.

• Asia-Pacific Journal of Business
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• v.13 no.1
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• pp.89-102
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• 2022

Purpose - We examine empirically the relationship between the board of directors and the corporate performance using board characteristics related variables. Design/methodology/approach - We empirically test the hypotheses using fixed effects models (FEM), using data of 3,703 listed non-financial companies in China from 2010 to 2019. Findings - First, the ownership of board of directors is positively related to ROA. Second, the size of the board of directors is positively related to ROA. Third, there is no evidence that interaction between characteristic variables related to the board of directors affect the corporate performance. Research implications or Originality - These results show that as the board of directors has larger ownership, the degree of identity of interest between stock holders and the board becomes bigger to reduce agency cost, then it lets the board make decisions to improve the corporate performance. In addition, as the board of directors becomes bigger, the board has strong independence to play the role of monitoring and advising, then it leads to improvement of corporate performance.

• KDI Journal of Economic Policy
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• v.31 no.1
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• pp.71-103
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• 2009

Considering the expenditure size of public institutions centering on public enterprises, about 28% of Korea's GDP in 2007, public institutions have significant influence on the Korean economy. However, still in the new government, there are voices of criticism about the need of constant reform on public enterprises due to their irresponsible management impeding national competitiveness. Especially, political controversy over appointment of executives such as CEOs of public enterprises has caused the distrust of the people. As one of various reform measures for public enterprises, this study analyzes the effect of internal governance structure of public enterprises on their managerial performance, since, regardless of privatization of public enterprises, improving the governance structure of public enterprises is a matter of great importance. There are only a few prior researches focusing on the governance structure and managerial performance of public enterprises compared to those of private enterprises. Most of prior researches studied the relationship between parachuting employment of CEO and managerial performance, and concluded that parachuting produces negative effect on managerial performance. However, different from the results of such researches, recent studies suggest that there is no relationship between employment type of CEOs and managerial performance in public enterprises. This study is distinguished from prior researches in view of following. First, prior researches focused on the relationship between employment type of public enterprises' CEOs and managerial performance. However, in addition to this, this study analyzes the relationship of internal auditors and managerial performance. Second, unlike prior researches studying the relationship between employment type of public corporations' CEOs and managerial performance with an emphasis on parachuting employment, this study researches impact of employment type as well as expertise of CEOs and internal auditors on managerial performance. Third, prior researchers mainly used non-financial indicators from various samples. However, this study eliminated subjectivity of researchers by analyzing public enterprises designated by the government and their financial statements, which were externally audited and inspected. In this study, regression analysis is applied in analyzing the relationship of independence and expertise of public enterprises' CEOs and internal auditors and managerial performance in the same year. Financial information from 2003 to 2007 of 24 public enterprises, which are designated by the government, and their personnel information from the board of directors are used as samples. Independence of CEOs is identified by dividing CEOs into persons from the same public enterprise and persons from other organization, and independence of internal auditors is determined by classifying them into two groups, people from academic field, economic world, and civic groups, and people from political community, government ministries, and military. Also, expertise of CEOs and internal auditors is divided into business expertise and financial expertise. As control variables, this study applied foundation year, asset size, government subsidies as a proportion to corporate earnings, and dummy variables by year. Analysis showed that there is significantly positive relationship between independence and financial expertise of internal auditors and managerial performance. In addition, although business expertise and financial expertise of CEOs were not statistically significant, they have positive relationship with managerial performance. However, unlike a general idea, independence of CEOs is not statistically significant, but it is negatively related to managerial performance. Contrary to general concerns, it seems that the impact of independence of public enterprises' CEOs on managerial performance has slightly decreased. Instead, it explains that expertise of public enterprises' CEOs and internal auditors plays more important role in managerial performance rather than their independence. Meanwhile, there are limitations in this study as follows. First, in contrast to private enterprises, public enterprises simultaneously pursue publicness and entrepreneurship. However, this study focuses on entrepreneurship, excluding considerations on publicness of public enterprises. Second, public enterprises in this study are limited to those in the central government. Accordingly, it should be carefully considered when the result of this study is applied to public enterprises in local governments. Finally, this study excludes factors related to transparency and democracy issues which are raised in appointment process of executives of public enterprises, as it may cause the issue of subjectivity of researchers.