지배주주-소액주주 간 대리인문제가 이사회 및 감사위원회 특성에 미치는 영향

초록

This paper investigates how agency problem between controlling shareholders and minority shareholders affects board and audit committee characteristics. In developing countries such as Korea, the agency problem between controlling shareholders and minority shareholders occurs more frequently than between shareholders and managers which is considered ‘traditional agency problem’. Also, the conglomerates in Korea normally have pyramidal structure and cross-shareholdings which enable controlling shareholders to control the entire companies belonging to the conglomerate even with only a small percentage of ownership. Therefore, as controlling shareholders' voting right (control right) increases compared with the cashflow right (i.e., the right to receive dividends), the chance that controlling shareholders expropriate minority shareholders increases. In other words, the controlling shareholders can try to make entrenchment to pursue their personal wealth rather than to distribute wealth to the minority shareholders. These kinds of behavior of the controlling shareholders can influence various board and audit committee characteristics.

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