지배주주지분변화 전 이익조정과 주주간 이해상충

정재욱 ( Jae Wook Jeong ) 한국회계학회 2011 회계학연구 Vol.36 No.4

The purpose of this paper is to examine the mechanism through which controlling owners expropriate minority shareholders. Specifically, This paper provides direct evidence that controlling owners expropriate minority shareholders through earnings management before they trade in their own firms` stock. Controlling shareholders have strong incentives to expropriate wealth from minority shareholders to promote their own economic benefits through various self-dealing transactions(Shleifer and Vishny 1997, Johnson et al. 2000). Despite this claim, only limited systematic evidence is available concerning the specific mechanism used by controlling owners. How is expropriation actually achieved? This paper allows us to describe one such mechanism. Earnings management associated with controlling owner trading in Korea is particularly adequate to investigate the means of expropriation for several reasons. First, in an environment where most firms belong to business groups controlled by a single ultimate owner (i.e., controlling owner), controlling owners hold significant percentage of outstanding shares in their firms. They assume a significant role in managing their companies, usually holding the chief executive or chairmanship in their companies. This allows controlling owners to engage in earnings management to their benefit. When controlling owners trade in their own firms`stock, they will have strong incentives to sell high and buy low. Earnings management helps controlling owners achieve this. Second, earnings management through accounting accruals is an attractive means to set the stock price artificially high or low in the present context because it is hard to find earnings management to outsiders. This study finds strong evidence that controlling owners deflate (inflate) earnings before they buy (sell) their own firms` stock. Since minority shareholders who transact with the controlling owner under this condition suffer from unfair prices attributable to earning management, this amounts to expropriation of minority shareholders by the controlling owner. This study`s finding is unique on the symmetry between the gains of the controlling owner and the losses of minority shareholders. Because of such a symmetry, this study`s results unambiguously show how controlling owners use earnings management to expropriate minority shareholders. This finding is also supportive of the observation by Shleifer and Vishney(1997) that the conflicts between the controlling shareholder and minority shareholders are important in firms with concentrated ownership, especially where ownership is not separated from management. This study adds further insights into both the insider trading and earnings management literatures. Since the possibility of active earnings management before controlling owners` trading has largely been ignored in the literature, investigating earnings management associated with controlling owners` transactions enhances our understanding of the insiders` opportunistic behavior. Second, unlike most earnings management studies, the current context enables us to interpret earnings management in the light of the conflicts between the controlling owner and minority shareholders. Since the controlling owner sells after overstating earnings and buys after understating earnings, minority shareholders lose by precisely the same amount as the controlling owner gains. From this perspective, this study poses earnings management as a strong and direct indicator of the means through which controlling owners expropriate minority shareholders. Given that evidence concerning how expropriation is actually achieved is scarce, this paper provides additional insights into the mechanism used by the controlling owner to expropriate minority shareholders.

화학물질관리법 적용 범위 구체화를 통한 안전관리 개선방안 연구

서양원,박정규,간순영,박하늘,이선우 한국환경연구원 2022 기본연구보고서 Vol.2022 No.-

Ⅰ. Background and Purpose of Study □ [Background] Article 3 Paragraph 1 of the Chemical Substances Control Act stipulates 14 chemical substances to be excluded from the Act. Except for Paragraph 1 No. 1 (radioactive substances under the Nuclear Safety Act), chemical substances referred to in Numbers 2 through 14 are stipulated to be subject to the relevant provisions of the Chemical Substances Control Act (Article 3, Paragraph 3) notwithstanding Paragraph 1, unless there are provisions on the management of chemicals and response measures for chemical accidents in the relevant statutes, such that there is room for various interpretations of the scope of application of the Act, resulting in confusion. □ [Purpose] To examine the need to apply the Chemical Substances Control Act to the excluded chemical substances, propose safety management measures for cases excluded from the Chemical Substances Control Act, and prepare improvement measures to clarify the application targets and regulation levels for chemical substances excluded from the scope of the Chemical Substances Control Act. Ⅱ. Analysis of the Management of Chemical Substances Excluded from the Scope of the Chemical Substances Control Act. 1. Analysis of the Management of Chemical Substances per Type Handled by Different Businesses □ Review of the operation of the statistical investigation system by the relevant ministries to identify the management status of chemical substances excluded from the scope of the Chemical Substances Control Act ㅇ The Chemical Substances Control Act has provisions for the statistical investigation of chemical substances, establishment and operation of information systems, and disclosure of related information. ㅇ Although there are relevant systems such as approval, permission, reporting, and safety management regulations in the statutes for chemical substances subject to Article 3 of the Chemical Substances Control Act, there are differences in the concrete procedures and information items. ㅇ In the case of chemical substances excluded from the scope of the Chemical Substances Control Act, an investigation and analysis of the regulations on statistical investigation found that there were regulations on the registration of raw materials, ingredients, etc. in the relevant statutes, and the results were not disclosed. ㅇ Some workplaces provide duplicate reports based on the applicable law, and it seems an information-sharing system is necessary for the substances statistics managed by the Chemical Substances Control Act and related departments. 2. Case Study of Chemical Accidents and Analysis of Types □ Case study and analysis of domestic chemical accidents occurred in facilities handling chemical substances excluded from the scope of the Chemical Substances Control Act ㅇ Using the comprehensive chemical substances information system of the National Institute of Chemical Safety under the Ministry of Environment and the Korea Gas Safety Corporation's gas accident yearbook, chemical accidents at businesses handling chemical substances excluded from the scope of the Chemical Substances Control Act are analyzed. ㅇ Analysis of chemical accidents at businesses handling chemical substances excluded from the scope of the Chemical Substances Control Act showed that there were 148 cases, which occurred in the order as follows: toxic gases (110) > food-related industries (20) > cosmeticsrelated industries (9) > pharmaceutical-related industries (8). ㅇ While it is necessary to consider that the analysis period is short, and the overall occurrence of chemical accidents is on the decline, the ratio of accidents involving chemical substances excluded from the scope of the Chemical Substances Control Act tends to increase. ㅇ Analysis of the substances that caused chemical accidents at businesses handling substances excluded from the scope of the Chemical Substances Control Act shows that different chemicals caused accidents, and in the food manufacturing industry in particular, 12 chemical accidents were caused by ammonia. □ Case study and analysis of overseas chemical accidents occurred in facilities handling chemical substances excluded from the scope of the Chemical Substances Control Act ㅇ The EU's eMARS information was analyzed to identify overseas chemical accidents at businesses handling chemical substances excluded from the scope of the Chemical Substances Control Act. ㅇ Chemical accidents at businesses handling chemical substances excluded from the Chemical Substances Control Act were 154, identified in the order as follows: gas-related industries including toxic gases (70) > production and storage of pesticides, biocides, and sterilizers (45) > food and beverage manufacturing (19). ㅇ Among chemical accidents caused by a single substance, ammonia was the most common cause with 12 cases, followed by methane (7) and toluene (6). 3. Investigation and Analysis of Chemical Safety Management Organizations in Korea □ Investigation of safety management organizations and related business performances of chemical substances excluded from the scope of the Chemical Substances Control Act ㅇ The National Institute of Chemical Safety, a research institute under the Ministry of Environment overseeing the Chemical Substances Control Act, is in charge of overall control of chemical substances, handling facilities, and chemical accidents, such as the safety management of chemical substances, prevention of chemical accidents, and response measures. ㅇ The Ministry of Food and Drug Safety, the Ministry of Agriculture, Food and Rural Affairs, and the Rural Development Administration have functions related to the safety management of chemical substances under Article 3 of the Chemical Substances Control Act, but the organization and its functions for preventing and responding to chemical accidents are considered insufficient. ㅇ On the contrary, in the case of the Nuclear Safety and Security Commission, the Ministry of National Defense, the Korean National Police Agency, and the Korea Gas Safety Corporation, were identified to have organizations in charge of performing duties for the safety management of chemical substances and preventing and responding to chemical accidents under Article 3 of the Chemical Substances Control Act. ㅇ There are differences in safety management, chemical accident prevention, response functions, and infrastructure among the relevant departments for chemical substances, and this needs to be considered when adjusting the scope of application of the Chemical Substances Control Act. 4. Opinion Collecting and Survey on Chemical Substances Excluded from the Scope of the Chemical Substances Control Act □ Collecting opinions from experts and handling businesses on chemical substances under Article 3 Paragraph 1 of the Chemical Substances Control Act ㅇ Collect opinions from experts in related fields on the appropriateness of the scope of application of the Chemical Substances Control Act, need to adjust the scope of application of substances under Article 3 Paragraph 1 of the Chemical Substances Control Act, and level of safety management compared to the Chemical Substances Control Act, statistical surveys to identify the status of safety management, and measures for the level of information building and improvement ㅇ In addition, identify the status of safety management systems and compliance with regulations and investigate views on the scope of application of the Chemical Substances Control Act, such as drugs and non-drugs under the Pharmacist Act, narcotics under the Narcotics Control Act, food the Food Hygiene Act, toxic gases under the High Pressure Gas Safety Management Act, and related information, such as the use of chemical substances, awareness of chemical accidents, reporting agencies in case of chemical accidents, and licensing for persons in businesses handling the relevant substance under Article 3 of the Chemical Substances Control Act. ㅇ Through surveys and opinions from experts and handling companies, it was identified that the scope of application of Article 3 of the Chemical Substances Control Act should be differentiated based on each substance and the direction of improving management for each substance should be approached separately through categorization. Ⅲ. Analysis of the Regulations on Chemical Substances Excluded from the Chemical Substances Control Act 1. Comparative Analysis of Domestic Regulation Levels □ Analysis of the management status of the relevant statutes for each chemical substance excluded from the scope of the Chemical Substances Control Act ㅇ In terms of responding to chemical accidents, 10 of the 14 substances subject to Article 3 of the Chemical Substances Control Act operate an information and management system under the relevant statutes. ㅇ If we divide the chemical substances management system of the Chemical Substances Control Act into safety standard (pre-stage), manufacturing, import, use, sales (handling phase), and management (post-stage) and compare each level with the relevant statutes for chemical substances excluded from the scope of the Chemical Substances Control Act, differences are observed in the targets for medicines, drugs, cosmetics, food, and medical devices. However, items decided in the stages of before, during, and after handling are similar to the provisions of the Chemical Substances Control Act. ㅇ In the before stage, separate handling standards are presented and managed for each item; in the handling stage, it is managed through regulations on permission, registration, manager; and in the after stage, there are procedures such as reporting, performance management, and cancellation. 2. Analysis of Overseas Regulations □ Identification, comparison, and analysis of chemical substances excluded from the scope of Japan’s Chemical Substances Control Law and the US’s TSCA ㅇ Similar to the Chemical Substances Control Act, Japan's Chemical Substance Control Law excludes certain groups of substances from its scope in the articles on definitions or mandates them to be managed by the relevant statutes. ㅇ The US’s TSCA also excludes the application to certain substances, such as pesticides, tobacco and tobacco-related products, nuclear raw materials, special nuclear materials or by-products, pistols, guns, revolvers and cartridges, food, food additives, medicines, cosmetics, and related devices, which are excluded from the Chemical Substances ontrol Act. 3. Analysis of the Necessity of Managing the Chemical Substances Control Act of Chemical Substances Excluded from the Scope of the Chemical Substances Control Act ㅇ Providing chemical accident information for “radioactive substances” is similar to the level of information provided in the chemical accident status and cases of the comprehensive chemical substance information system operated under the Chemical Substances Control Act. ㅇ In addition, an analysis of items that disclose government-level response manuals for accidents or crises shows that radioactive materials, medicines, cosmetics, food, and medical devices have procedures for responding to accidents based on crisis response manuals. ㅇ However, the most significant difference is found in the status of prominent cases, and while direct chemical accidents caused by chemicals consist of facility-level cases, other (food, cosmetics, medical devices) accident responses are presented focusing on cases of each stage (production, distribution, use), which shows differences in the response targets. Ⅳ. Directions for Specifying and Improving the Scope of the Chemical Substances Control Act 1. Review of Specifying the Scope of the Chemical Substances Control Act □ Reviewing the target for adjusting the scope by gathering expert opinions ㅇ An expert survey showed that the majority opinion of experts is that it is appropriate to exclude radioactive materials from the scope of the Chemical Substances Control Act as is currently done. - However, some suggested that radioactive materials used in specific applications and processes need to be supplemented with the safety management regulations of the Chemical Substances Control Act. ㅇ The majority of experts suggested that it is reasonable to exclude the following substances from the Chemical Substances Control Act: organic foods, medical devices, health foods, munitions, gunpowder, feed, food, narcotics, medicines, and non-medicines. ㆍ - In the case of high-pressure gases, fertilizers, pesticides, and raw materials, less than half of the experts responded that they should be excluded from the scope of the Chemical Substances Control Act. ㅇ The results of survey on the safety management requirements of the Chemical Substances Control Act and the relevant statutes showed relatively high proportion of responses suggesting that the gases, food, feed, pesticides, and cosmetics have an insufficient safety management level under the relevant statutes. - They also responded that radioactive substances, medicines, narcotics, munitions, and gunpowder have a sufficient level of safety management under the relevant statutes. ㅇ Based on the opinions of experts, chemical substances subject to the adjustment of the scope of the Chemical Substances Control Act are as follows: - In the case of radioactive substances, it is necessary to exclude them from the scope of the Chemical Substances Control Act as is currently done and monitor cases of substances that raise an issue in terms of safety management. - Chemical substances used for medicines, narcotics, medical devices, cosmetics, gunpowder, food, food additives, appliances, and containers and packaging can be reviewed positively to be excluded from the scope of the Chemical Substances Control Act. - Toxic gases, fertilizers, pesticides, and raw materials require the application of the Chemical Substances Control Act, and their scope needs to be reviewed in the future. - Although many agreed to exclude munitions from the scope of the Chemical Substances Control Act, further review is necessary because of the limited access to the relevant handling facilities and related information. □ Review of the analysis results of chemical substance management at home and abroad ㅇ In terms of infrastructure related to domestic management of the relevant chemical substances under Article 3 of the Chemicals Substances Control Act, the establishment of chemical safety and accident-related information, safety management regulations, risk response (management) manuals, chemical safety management, and chemical accident prevention and response organization are considered. ㅇ It also identifies the number of chemical accidents at businesses dealing with the chemical substances. - Identifying whether the chemical accident occurred while being used for the purposes falling under Article 3 of the Chemical Substances Control Act is constrained due to limitations such as the specificity of chemical accident information items and the scope of collection. ㅇ As for overseas management, the scope of chemicals under Japan's Chemical Substance Control Law and the US's TSCA were reviewed and chemical accidents that occurred at companies handling chemical substances falling under Article 3 of the Chemical Substances Control Act, identified through the analysis of DB data of the critical chemical accident of EU eMARS, were considered. ㅇ Based on the analysis results of safety management at home and abroad, the direction for reviewing the scope of the Chemical Substances Control Act is as follows: - Radioactive materials have a domestic safety management infrastructure and are excluded from the scope under overseas chemical substances laws, and it is considered appropriate to exclude them from the scope of the Chemical Substances Control Act. - Substance groups that need to be reviewed in the future as to whether they should be excluded from the scope of the Chemical Substances Control Act include medicines, cosmetics, food, and medical devices. ㆍ This substance group is either excluded from the scope of overseas chemical substances-related statutes, such as in Japan and the US, or is managed by a separate statute. ㆍ In addition, Korea has an organization in charge of the information (management) system, safety management regulations, crisis response manuals, and chemical safety management functions. ㆍ However, as chemical accident prevention and response functions are insufficient and chemical accidents have been reported by some businesses handling the substances, it is necessary to prepare supplementary measures. 2. Directions for Improving the Safety Management of Chemical Substances that Raise Issues about the Scope of the Chemical Substances Control Act □ Review of substances subject to the adjustment of the scope of the Chemical Substances Control Act and supplementary matters ㅇ Radioactive materials should be excluded from the scope of the Chemical Substances Control Act as it is currently done, but it is necessary to consider safety management measures for applications involving risks. ㅇ In the case of medicines, narcotics, cosmetics, food, and medical devices, the application of the Chemical Substances Control Act should be excluded, but the application of the relevant regulations of the Chemical Substances Control Act for particular applications can be maintained for a certain period. - In addition, it is possible to review by positively excluding the application of the Chemical Substances Control Act under the condition of establishing a linkage system with related organizations such as the Ministry of Environment to supplement the relatively insufficient chemical accident prevention and response function. ㅇ In the case of munitions, it is necessary to consider excluding them from the scope of the Chemical Substances Control Act in the future after identifying its status, given the limitations in accessing facilities and information. ㅇ On the contrary, toxic gases are one of the chemical groups that cause the most chemical accidents at home and abroad, and it is necessary to maintain the partial scope of the Chemical Substances Control Act through Article 3 Paragraphs 1 and 2 and review whether there are any additional applications. ㅇ In the case of pesticides, fertilizers, feed, gunpowder, health foods, and organic foods, the frequency of chemical accidents was found to be relatively low, but considering the opinions of experts on the need to apply the Chemical Substances Control Act and institutional deficiencies, it was proposed to maintain the Act for the time being. □ Review of measures to establish pan-ministry governance of substances that raise issues about the scope of the Chemical Substances Control Act ㅇ In the case of some controversial substances, including the candidate group to be excluded from the scope of the Chemical Substances Control Act, such as the abovementioned medicines, narcotics, cosmetics, food, medical devices, because the relevant ministry's organization for preventing and responding to chemical accidents is insufficient, a cooperative system should be established with related ministries such as the Ministry of Environment, including setting up and reinforcing related organizations. - To strengthen the functions of the Chemical Substances Management Committee operated under Article 7 of the Chemical Substances Control Act, an amendment to Article 3 of the Enforcement Decree of the Chemical Substances Control Act could be implemented as given below. ㆍ Relevant articles can be prepared to include an agenda for the scope of Article 3 of the Chemical Substances Control Act in the deliberations of the relevant committee and to add officials from the Ministry of Agriculture, Food and Rural Affairs, the Ministry of Food and Drug Safety, and the Rural Development Administration to the committee. ㅇ The following are the examples of governance development directions for effective chemical substance management and chemical accident prevention and response through cooperation with relevant ministries. - Coordinate matters for the safety management of chemicals subject to Article 3 of the Chemical Substances Control Act and prevention of and response to chemical accidents, focusing on affiliated organizations such as the Chemical Substance Management Committee, Ministry of Environment, and the National Institute of Chemical Safety. - It is necessary to share safety management issues and chemical accident information with the Ministry of Food and Drug Safety and the Ministry of Agriculture, Food and the Rural Development Association, which have insufficient chemical accident-related functions, as well as establish a close cooperative system to support chemical accident prevention and response. Ⅴ. Future Considerations 1. Consideration of detailed conditions of chemicals and products □ It is necessary to specify the definition of chemical products and consider the place of handling chemicals and other conditions to clarify the scope of application of the 「Chemical Substances Control Act」. ㅇ Additional review is requested on differentiated management measures in consideration of redefined chemical products and the places handling chemicals. 2. Conducting a Statistical Investigation of Chemical Accidents and Supplementing the Relevant Information Construction System □ Expansion and specification of statistical investigations and chemical accident DB targets based on the existing Chemical Substances Control Act ㅇ It is necessary to establish and strengthen the relevant investigation system and accident information database of the relevant departments for each relevant substance group, and to prepare a plan to practically utilize the information in policy decision-making, such as whether to apply the 「Chemical Substances Control Act」. 3. Review of Measures for Cases Requiring Separate Safety Management by the Relevant Substance Group □ Finding cases requiring additional safety management based on relevant systems, facilities/processes, and risks, among the substance groups excluded from the scope of the Chemical Substances Control Act ㅇ Chemical substances and radioactive substances used in facilities and processes under test operation 4. Review of Safety Management Measures Considering the Conditions and Characteristics of Each Stage of Chemical Handling □ Apply the Chemical Substances Control Act at high-risk stages such as manufacturing, storage, and transportation of raw materials, and seek differentiated management measures by applying the relevant statutes at relatively high-risk stages such as distribution after production ㅇ When the statutes and systems need to be revised, review linkage plans considering the direction for reorganizing the toxic substance designation and management system considering the toxicity.

내부통제의 작동 원리와 금융회사의 내부통제제도 개선방안

김홍기 한국상사판례학회 2023 상사판례연구 Vol.36 No.4

내부통제는 금융회사의 위험관리를 위한 핵심적인 요소이다. 이 글에서는 내부통제의 중요성과 금융회사의 내부통제 개선방안을 제시하였는 바 그 내용은 아래와 같다. “내부통제”는 회사의 목표를 달성하고 회사의 자산을 보호하기 위해서, 회사의 정책 및 관련 규정에 따라 수행하는 일체의 수단과 절차를 가리키며, 금융회사의 목표 달성과 관련하여 절대적인 확신이 아닌 ‘합리적인 확신’만을 제공한다. 따라서 경영진은 회사의 목표 달성과 자산의 보호, 금융사고 방지 등에 도움이 될 것이라는 합리적인 확신을 가지고 내부통제 절차를 신의성실하게 이행하면 그 의무를 다한 것이고, 누군가 반드시 결과적인 책임을 져야 하는 것은 아니다. 금융회사의 임직원은 선량한 관리자의 주의를 다하여 내부통제시스템을 관리하고 실행함으로서 내부통제장치가 효과적으로 작동하도록 해야 한다. 금융사고에 대한 책임을 면하려면 구체적으로 ‘어떤 노력’을 기울였는지를 밝히고 증명해야 하며, 위법행위가 이루어지는지를 ‘알 수 없었다’거나, 하위의 권리자에게 위임하였다는 답변만으로는 내부통제의 책임을 면하기는 어렵다. 그러나 상당한 주의를 다하여 충분하고 필요한 조치를 취했음에도 불구하고 금융사고가 발생하였다면 내부통제의무 위반으로 처벌할 수는 없다. 금융사지배구조법상 책무구조도에 따른 임원의 내부통제 의무와 책임 조항은 ‘강행적 성질’을 가진 것이므로 원칙적으로 위임할 수 없다. 불가피하게 다른 임직원에게 위임하더라도, 위임받은 임직원은 독립된 입장에서 자신의 내부통제 업무를 수행하는 자이기 보다는, 책무구조도상 임원의 내부통제업무 수행을 보조하는 ‘이행보조자’에 불과하므로, 위임받은 임직원의 고의나 과실은 위임자인 임원의 고의나 과실로 보아야 하고, 책무구조도상의 임원이 내부통제 의무 위반의 책임을 면하려면, 위임받은 임직원의 선임과 감독에 주의를 다하였다는 것만으로는 부족하고, 자기뿐만 아니라 업무를 위임받은 다른 임직원(이행보조자)도 내부통제 과정에서 고의나 과실이 없었음을 입증하여야 한다. 내부통제 관리의무와 관리조치를 위반한 사실이 인정된다면 금융사고가 발생하지 않은 경우에도 제재를 부과할 수 있으나, 상당한 주의 하에 내부통제 관리의무와 관리조치를 신의성실하게 이행하였다면 책임을 물어서는 아니 된다. 책임을 면제받으려면 ‘상당한 주의’를 다한 것으로는 충분하지 않고, 상당한 주의를 다하여 이행한 각종 관리조치가 ‘선관주의의무’를 다한 것으로 인정되는 정도에 이르러야 한다. 선관주의의무를 다한 것인지는 금융회사지배구조법 등의 관련규정에 따른 조치를 이행하였는지 등 제반사정을 종합하여 판단한다. Internal control is a key element for risk management in financial companies. This article presents the importance of internal control and measures to improve internal control of financial companies. The contents are as follows. “Internal control” refers to all means and procedures carried out in accordance with the company's policies and related regulations in order to achieve the company's goals and protect the company's assets. It provides only ‘reasonable assurance’. Therefore, if management faithfully implements internal control procedures with reasonable assurance that they will help achieve the company's goals, protect its assets, and prevent financial accidents, it has fulfilled its obligations, and no one must necessarily bear the resulting responsibility. Directors and executives of a financial company must manage and implement the internal control system with all the care of a good manager to ensure that the internal control system operates effectively. In order to avoid liability for a financial accident, you must prove in detail 'what efforts' you made, and you will not be exempt from responsibility for internal control simply by saying that you 'did not know' that an illegal act was being committed or that it was delegated to a lower level holder. However, if a financial accident occurs despite taking sufficient and necessary measures with due care, it cannot be punished for violation of internal control obligations. The internal control obligations and responsibilities of executives according to the responsibility map under the Act on Corporate Governance of Financial Companies are of a ‘mandatory nature’ and cannot be delegated in principle. Even if it is inevitably delegated to other executives and employees, the delegated executives and employees are merely 'implementation assistants' who assist executives in carrying out their internal control tasks according to the responsibility map rather than those who perform their own internal control tasks from an independent standpoint. The willfulness or negligence must be regarded as the willfulness or negligence of the executive who is the delegate, and for an executive on the responsibility map to avoid liability for violation of internal control obligations, it is not enough to simply show that he or she has exercised caution in the selection and supervision of delegated executives and employees. Not only the employee but also other executives and employees (implementation assistants) to whom work has been delegated must prove that there was no willfulness or negligence in the internal control process. If it is recognized that the internal control management duties and management measures have been violated, sanctions may be imposed even if a financial accident has not occurred. However, if the internal control management duties and management measures have been implemented in good faith with due care, no liability shall be imposed. In order to be exempted from liability, it is not enough to exercise ‘reasonable care’, but various management measures implemented with due care must reach a level where the ‘duty of care’ is recognized as fulfilled. Whether the fiduciary duty of care has been fulfilled is determined by taking into account all circumstances, including whether measures in accordance with relevant regulations such as the Act on Corporate Governance of Financial Companies have been implemented.

Family Control Firms and Real Earnings Management: The Case of Korean Chaebols

Tabi Frankcline Tambe,심호석 글로벌경영학회 2017 글로벌경영학회지 Vol.14 No.6

We examine the relation between family control firms and real earnings management. Specifically, we see how much family control firms engage in real earnings management compared to non-family control firms. With a sample of 1290 Korean listed family control firms in KOSPI and KOSDAQ market during 2005-2015, we conduct regression analysis to compare real earnings management between family control firms and non-family control firms. We find that family control firms, on average, do not engage in income-increasing real earnings management, compared to a sample of 1283 non-family control firms. Instead, our empirical results show that family control firms, on average, conduct income-decreasing real earnings management compared to non-family control firms, consistent with the results of previous studies that show income-decreasing earnings management with accruals in Korea. we also find in further analysis that family control firms meet or beat earnings benchmarks(zero earnings and last year earnings) less than non-family control firms. We interpret these results as family control firms place more importance on long-term persistence rather than short-term performance. We contribute to accounting literature by adding evidence on the behavior of real earnings management of Chaebol firms in Korea.

관리통제시스템의 이용과 실제이익조정간의 관계에 대한 고찰

이다솜(Dasom Lee) 한국관리회계학회 2021 관리회계연구 Vol.21 No.3

[연구목적] 본 연구의 목적은 관리통제시스템의 이용과 실제이익조정간의 관계를 살펴봄으로써 관리회계 관점에서 이익조정에 영향을 미칠 수 있는 요인을 관리통제시스템의 진단적․상호작용적 이용방식을 통해 설명하는데 있다. [연구방법] 본 연구는 매출액 기준 국내 400대 상장 제조기업을 대상으로 실증연구를 수행하였으며, 실증분석을 위해 설문조사를 통해 데이터를 수집하는 한편 공시된 재무자료를 가공한 자료를 병용하였다. 가설검정에는 다중회귀분석을 이용하였다. [연구결과] 실증분석 결과 관리통제시스템의 진단적 이용은 실제이익조정의 정도를 강화시키는 것으로 나타났다. 특히 영업활동 및 생산활동의 조정을 통한 이익조정의 경향이 두드러지게 나타났으며, 종합적으로도 실제이익조정의 경향이 높은 것으로 보인다. 한편 관리통제시스템의 상호작용적 이용은 실제이익조정을 강화하지 않거나 오히려 하향이익조정의 경향을 보였으며, 구체적으로 영업활동을 통한 이익조정과 관련하여 상호작용적 이용의 부(-)의 영향이 나타났다. [연구의 시사점] 본 연구는 실증분석의 결과를 토대로 관리통제시스템의 이용방식에 따라 실제이익조정이 서로 다른 양상을 보일 수 있다는 시사점을 제공하며, 이로써 이익조정을 강화 혹은 약화시키는 요인으로서 관리통제시스템의 역할을 제시하였다. [Purpose] This study aims to investigate the relationship between use of management control systems and real earning management from which this study explains the factor of influencing earnings management through real activities in the view of management accounting. [Methodology] The sample of this study is top 400 listed Korean manufacturing firms sorted by sales. This study used survey data as well as archival financial data for empirical analysis and applied multiple regression analysis to test hypotheses. [Findings] This study shows that the diagnostic use of management control systems increases real earnings management. Specifically, earnings management through choice of operating activities and producing activities are influenced by the diagnostic use of management control systems. On the other hand, the interactive use of management control systems diminishes increasing real earning management. [Implications] This study presents evidence for the effect of using management control systems on real earning management, which clarifies the different role of diagnostic and interactive use of management control systems. This study expands the research interest of management accounting by highlighting the relationship between management control systems and earnings management.

내부회계관리 운영인력의 특성이 이익의 질에 미치는 영향

정진향,마희영 한국기업경영학회 2012 기업경영연구 Vol.19 No.4

Such large-scale accounting frauds as Enron and WorldCom in the early 2000s revealed the limitations of supervision by external audit and increased the demand that a corporation should set up its own supervision function. In the United States, Sarbanes-Oxley Act was enacted in 2002 to reinforce the responsibilities of the manager and external auditor for internal control. In South Korea, Act on External Audit of Stock Companies was revised in December, 2003 and led to the implementation of the internal accounting control system in the fiscal year starting on January 1, 2004. In June, 2005, the steering committee of the internal accounting control system under Korea Listed Companies Association established the “model criteria for the internal accounting control system,” demanding that the board of directors and auditors should set up and run an internal accounting control system and asking external auditors to attach a review report on the operational state of the internal accounting control system to the audit report. As a type of internal control system to effectively control corporate management activities, the internal accounting control system concerns a corporation’s financial report process. That is, its goal is to have corporations write and announce reliable accounting information by checking and adjusting accounting information regularly in order to control its error and wrongdoing for themselves (Lee Ho-yeong et al., 2011). This study set out to empirically analyze the effectiveness of the internal accounting control system and examine whether the system, which was introduced to increase the reliability of accounting information, would fulfill its purpose by considering the characteristics of the operational personnel. In other words, it analyzed the effects of the size (number), mean career (months), and certified public accountant certificate of the personnel in charge of internal accounting control on the quality of accounting information or that of profit. The quality of accounting profit was measured with real earning management by Roychowdhury (2006). The study results will contribute to the examination of institutional supplementation to run the internal accounting control system more effectively by investigating the personnel characteristics to influence the effectiveness of the internal accounting control system. Empirical analysis covered data from 2005 to recent 2010 over a period of six years for which data on the operational personnel of internal accounting control were obtainable. The final sample included 2,100 companies listed in the stock market, settled accounts at the end of December, and did not operate in the finance sector. The interested variables were size and professionalism related to the personnel characteristics of the internal accounting control system. They were specifically the size, mean career, and certified public accountant certificate of the operational personnel. The control variables influencing the quality of profit include corporate size, debt ratio, return on assets, Big 4, the largest shareholders’ ownership, and industry and year dummy. The dependent variable was the measurement of real earning management by Roychowdhury (2006). The empirical analysis results show that there were significant negative relations between the size of the personnel in charge of internal accounting control and real earning management, which indicates that as there are more staffs in charge of internal accounting control, the corporation manages internal accounting control better and thus decreases in earning management and increases in quality of profit. In addition, real earning management also had significant negative relations with the mean career of internal accounting personnel, which can measure the degree of professionalism based on field experiences, and certified public accountant certificate, which tells whether they have professionalism about accounting knowledge. When the p... 내부회계관리제도(internal control over financial reporting)는 기업의 재무보고 과정에 대하여 기업 스스로 모니터링을 함으로써, 회계정보의 신뢰성을 제고하고자 2005년에 도입된 제도이다. 본 연구는 내부회계관리제도의 시행이 회계정보의 질(financial reporting quality)에 미치는 효과를 분석하고자 한다. 유가증권시장 상장기업이 대상이고 분석기간은 2005년부터 2010년까지의 총 6년간이었으며, 추출된 표본기업의 수(firm-year)는 2,100개이다. 관심변수는 내부회계관리제도의 인력특성에 관한 것으로 운영 인력의 규모와 전문성(평균 경력 및 공인회계사 보유여부)이다. 이익의 질에 영향을 미치는 통제변수로 기업규모, 부채비율, 총자산이익률, BIG4여부, 최대주주 지분율, 산업더미 및 연도더미를 추가적으로 포함하였고 종속변수로는 Roychowdhury(2006)의 실제이익조정(real earings management)의 측정치를 사용하였다. 실증분석 결과 첫째, 내부회계관리 담당인력의 규모는 실제이익조정과 유의한 음(-)의 관계로 나타났다. 둘째, 내부회계관리 인력의 평균 경력과 실제이익조정은 유의한 음(-)의 관계를 보였다. 셋째, 내부회계관리 담당자 중 공인회계사 자격증을 보유여부와 실제이익조정은 유의한 음(-)의 관계를 보였다. 이러한 실증분석 결과는 내부회계 담당인력이 많을수록, 내부회계를 담당하는 종업원의 경력이 오래될수록, 내부회계담당자 중 공인회계사가 포함되어 있을 때 실제이익조정이 제한되어 회계이익의 질이 제고되는 것으로 해석할 수 있다

국가재난안전관리 정책패러다임에 대한 연구

김은성,정지범,안혁근,함종석 한국행정연구원 2009 기본연구과제 Vol.2009 No.-

I. Background and Purpose□Background○National policy paradigms for risk management are based on three policy theories: ① bureaucracy, ② new public management, ③ governance- The command- control paradigm is based on bureaucracy within a hierarchical system- Enterprise risk management (ERM) is based on new public management theories. ERM seeks to establish an internal control system within organizations for risk management- Network governance seeks collaborative networks among public and private organizations○Analyze Korean risk policies from a policy paradigm perspective and then develop new risk policies for Korea- Korean risk policies are mainly influenced by bureaucracy but recently have used various policy tools of ERM and collaborative governance- Lack of in- depth analysis on the hiatus between policy paradigms and policy practices□Purpose○To analyze inter- ministerial relationships in the national disaster management system○To analyze public- private collaborations at the central and local levels○To analyze the disaster management capacity of governmental ministriesII. Results○Comparison of Policy Paradigms for Disaster and Safety Management○Analysis from the command and control perspective- Inter- ministerial, intergovernmental, and public- private relationships in national disaster management are mainly dominated by the command and control of central government- The command and control system of central government gives rise to a lack of autonomous disaster management at the local level- public- private collaborations are led by central government relationships and focus on legally-organized private organizations in the form of public mobilization rather than of public participation- require role coordination between the Ministry of Public Administration and Security (MPAS) and the National Emergency Management Agency (NEMA)○Analysis from collaborative governance- Collaborative governance is still an ideal for Korean disaster management- public servants seek transformation of national disaster management from a command- control system to collaborative governance but still operate public- private collaborations in a bureaucratic way- Many public servants (especially in local governments) treat private organizations as an object for mobilization rather than as a subject of participation- Public- private collaboration in Korea is still an extension of bureaucracy- Governments should be less a controller than a coordinator and facilitator of collaborative governance○Analysis from enterprise-wide risk management- The Korean government is using various ERM policies such as safety standards and BCP, etc.- However, the “secondary risk management” of audit offices, central to ERM, is not working well- A disaster management standard and quality assurance system without an internal control system in disaster management organization is not ERMㆍA key element of internal control is to separate the department of risk management from the department (generally audit offices) that evaluates the performance of risk management- Due to the absent connection between audit system and risk management system, audit offices within the Korean government do not evaluate the risk management of governmental organizations beyond the assessment of general organizational performance- Even though the Korean government has practical tools from ERM, it operates it in the form of traditional bureaucracy- The Korean government has no systematic risk management process from an ERM perspectiveIII. Policy Recommendations

이익조정과 최고경영자 교체가능성의 관련성 : 생존분석을 중심으로

최종서,곽영민,백정한 韓國公認會計士會 2012 회계·세무와 감사 연구 Vol.54 No.1

Managers engage in earnings management using accounting discretions within the boundaries of GAAP. Managerial accounting discretions are sometimes intended to enhance the predictability of future cash flows or create positive influences on firm values. Other times, managers attempt to use accounting flexibilities to improve opportunistic benefits. Opportunistic earnings management activities to maximize manager's private gain tend to mitigate the reliability of accounting information, resulting in the detriments to the future value of the firm. Strong corporate governance is expected to play a role in safe-guarding the interests of various stakeholders including equity holders, who monitor and check managerial opportunism through internal control system. The purpose of this study is to investigate whether internal controls work to discipline opportunistic managerial earnings management under the Korean context. Earnings management provides a rich setting in which to examine whether internal controls work to discipline managers who engage in self-interested but potentially value-destroying activities. We examine firm-year observations selected over the period of 2001 through 2006, for which CEO's job tenure information is available. We conduct various tests to see whether earnings management during a CEO's job tenure as reflected in both absolute discretionary accruals and abnormal real activities increases the likelihood of CEO turnover. We also examine whether the connection between earnings management and the likelihood of CEO turnover differ between the voluntary and forced CEO turnover. Our main findings are as follows. First, we find that the average annual value of absolute discretionary accruals during CEO's tenure is significantly related with the increases in the probability of CEO turnover after controlling for the firm performance and corporate governance metrics. However, we do not observe significant association between the proxies of real earnings management and the likelihood of CEO turnover. These observations indicate that the managerial earnings management activities tend to trigger disciplinary actions from internal control systems, with differing degrees depending on the type of devices used for managing earnings by managers. Second, we find that absolute discretionary accrual is positively and significantly related to the hazard rate for forced CEO turnover, but insignificantly related in voluntary turnovers, which implies that the likelihood of forced CEO turnover is a function of the degree of earnings management. This basic result holds through several test specifications, including logistic regressions and competing-risks hazard models. These results suggest that extreme managerial earnings management activities provide reasons to ouster CEOs by force, a manifestation of disciplinary mechanism exercised by sound internal control system. Above results provide an empirical evidence in support of conjectures that CEO's opportunistic earnings management activities serve as one of the causes leading to forced CEO turnover. This finding contributes to the existing literature on the relationship between CEO turnover and earnings management in that it implies the causal relationships between the two constructs may be bidirectional rather than one directional. In other words, our study indicates that accounting discretion is not only used as a means for a CEO to enhance his or her personal benefits, but a sound internal control system may interpret it as a signal of managerial inefficiency. 경영자는 자신에게 허용된 회계 재량권을 이용하여 보고이익 수치를 필요에 따라 조정하는 경향이 있는 것으로 알려지고 있다. 이러한 이익의 조정은 미래 현금흐름의 예측가능성을 제고하거나 기업 가치에 긍정적인 영향을 끼치기 위해 시도되는 경우도 있으나 때로는 경영자의 사적 효익을 증대시키기 위한 목적으로 시도되기도 한다. 경영자의 사적효용 극대화 관점에서 수행된 이익조정은 기업정보에 대한 신뢰성을 저하시켜 향후 기업에 막대한 비용을 초래할 가능성을 소지하고 있어 주주 및 이해관계자 집단은 내부통제 시스템을 통해 이를 감시하고 견제한다. 본 연구는 이러한 상황인식을 전제로 하여 경영자의 자의적인 이익조정 행위가 주주 및 이해관계자 집단으로부터의 경영자에 대한 신뢰성 약화시켜 결국 경영자의 교체가능성을 증폭시키는 요인이 되는지를 검증하고자 한다. 구체적으로 2001년부터 2006년까지 경영자의 재임기간을 확인할 수 있는 표본을 이용하여 최고경영자의 재임기간 동안에의 발생액 및 실물활동에 기초한 이익조정 성향이 최고경영자의 교체가능성을 증가시키고 있는지를 생존분석(survival analysis)을 통해 검증한다. 나아가 최고경영자의 교체유형을 자발적 교체와 강제적 교체로 구분하여 교체유형에 따라 이익조정과 경영자 교체간의 관련성이 차별적으로 존재하는지에 대해서도 분석하였다. 주요한 실증분석 결과를 요약하면 다음과 같다. 첫째, 최고경영자의 재임기간 동안에의 재량적 발생액 절댓값의 평균과 최고경영자의 교체확률 간에 유의한 양(+)의 관련성이 관찰된 반면 실물이익조정척도와 최고경영자 교체확률 간에는 어떠한 통계적 유의성도 관찰되지 않았다. 이는 다양한 동기에서 비롯된 경영자의 이익조정 행위가 내부통제시스템의 감시와 견제 기능으로 인해 최고경영자 자신의 교체가능성을 증폭시키는 요인이 될 수 있으나 이익조정 수단에 따라 그러한 양자의 관련성에 차이가 존재함을 의미한다. 둘째, 최고경영자의 교체유형을 자발적 교체와 강제적 교체로 구분하였을 경우 이익조정과 자발적 교체확률 간에는 어떠한 유의적인 관련성도 관찰되지 않는 반면, 이익조정과 강제적 교체 간에는 교체유형을 구분하지 않았을 경우 보다 더욱 강한 양(+)의 상관관계가 존재하고 있음을 확인하였다. 이는 최고경영자의 자의적인 이익조정 행위를 기업의 이해관계자들이 부정적으로 인식함에 따라 그에 대한 문책으로 최고경영자를 강제적으로 해임하고 있음을 입증하는 결과로 해석할 수 있다. 본 연구의 결과는 최고경영자 재임기간 동안에의 이익조정이 경영자 자신의 교체가능성을 증폭시키고 있음에 대한 실증적 증거를 제공함으로써 기존연구들에서 최고경영자 교체원인으로 제시되어온 저조한 경영성과와 기업지배구조 변수 이외에도 경영자의 이익조정 행위 또한 경영자 교체의 직접적인 요인 중 하나가 될 수 있음을 시사한다. 이는 또한 외부투자자들에게 최고경영자의 교체를 경험하는 기업들의 정보 투명성에 대해 보다 신중한 자세를 견지할 것을 요구하며 투자가 이루어진 후에도 경영자의 보고이익 조정 성향을 면밀히 관찰하고 견제할 필요가 있음을 제시한다.

주식회사(株式會社)의 내부통제제도(內部統制制度)에 관한 연구

정대 ( Dae Chung ) 연세대학교 법학연구원 글로벌비즈니스와 법센터 2010 연세 글로벌 비즈니스 법학연구 Vol.2 No.1

Internal Control-Integrated Framework of Committee of Sponsoring Organizations of the Treadway Commission was published in U.S. in 1992. In 2004, Enterprise Risk Management-Integrated Framework of Committee of Sponsoring Organizations of the Treadway Commission was published. It can be said that Enterprise Risk Management-Integrated Framework contained and developed concept of internal control. In the context of the making of good corporate governance, it is necessary to reinforce and improve internal control system. A company may greatly suffer damages caused by illegal acts or misconduct of employees or the management. In result, establishment of effective internal control system is greatly necessary from the perspectives of corporate governance structure. In addition, as much emphasis has been placed on corporate social responsibility and socially responsible investment fund recently, the importance of establishment of internal control system has been greatly stressed. The competitiveness of the company will be relatively enhanced in a global market if the internal control system is well established. Because of the continued accounting scandals of Enron Energy, and Worldcom, the Sarbanes-Oxley Act of 2002 was enacted in U.S. The Sarbanes-Oxley Act adopted internal control system. According to the Sarbanes-Oxley Act, large corporations in U.S. should establish internal control system. In Japan, internal control system was introduced under the Corporation Code. In addition, the Financial Products Transaction Code of 2006 contained internal control related to a financial report in order to secure confidence of disclosure information in capital market. The reason is that false evaluation of financial position of large companies and illegal acts and misconduct of employees or the management of large companies were continually found. Furthermore, even in Germany, France, England, and China, large corporations should establish internal control system in order to prevent accounting fraud, misconduct, and illegal acts of employees or the management. In Korea, in respect of internal control, a compliance officer should be employed in case of financial institutions and specific large corporations including financial institutions should establish internal accounting management system. Recently, the Supreme Court judged that a director of large corporations had a duty of internal control in the lawsuits in respect of the accounting scandals of the Daewoo Corporation. Therefore, it can be said that a director of large corporations has a duty to establish internal control system and to monitor internal control system. However, there are not any relevant provisions in respect of internal control under the Commercial Code of Korea. Relevant provisions in respect of internal control, therefore, should be codified under the Commercial Code of Korea as soon as possible. Finally, it is necessary to check out and review internal control system from the viewpoint of enterprise risk management.

건설현장 안전관리 성공요인 분석을 통한 자율안전관리활동 개선에 관한 연구

이주성,홍정석,김재준 한국건축시공학회 2008 한국건축시공학회지 Vol.8 No.5

Recently, there has been constituted the government regulations and the normative methods to control the safety management activities in construction fields, but almost of these regulations are ineffective, because of some characteristics safety management have. The needs of the times make government regulations and the normative methods change to autonomic management methods. In this context, it is significant certainly to improve the standard of safety management that is used as a tool to protect the workers from the accidents or industrial disasters in the construction field. In this research, it will be showed that the outside regulations and safety management systems of the head office have their limits to reflect the safety managements of field participants. Then, it will be presented the improved model of self-control safety management activities which is essential for success safety management. Recently, there has been constituted the government regulations and the normative methods to control the safety management activities in construction fields, but almost of these regulations are ineffective, because of some characteristics safety management have. The needs of the times make government regulations and the normative methods change to autonomic management methods. In this context, it is significant certainly to improve the standard of safety management that is used as a tool to protect the workers from the accidents or industrial disasters in the construction field. In this research, it will be showed that the outside regulations and safety management systems of the head office have their limits to reflect the safety managements of field participants. Then, it will be presented the improved model of self-control safety management activities which is essential for success safety management.