사회적 기엽의 지배구조에 관한 법적 고찰 = A Legal Arguments of Corporate Governance on the Social Enterprise

다국어 초록 (Multilingual Abstract)

This article examines governance specifically within social enterprises. This is a critical part of social enterprise management. Whether referred to as a board of direetors or a management committee，this is the area of management that sets the overall framework within which the organization 때erates. It is a negleeted area to date within social enterprise research where the foωs has tended to be on the political or the micro-operational The governance of organizations has received much attention in recent years. A use미1 definition for this concept is that governance “is the relationship among various participants in determining the direetion and performance of corporations. This can be adapted to embrace seetors beyond for-profits by rep!acing “corporations with “organizations more generally. Participants within the governance funetion of corporations typical1y include shareholders. senior management and the board of direetors. They have rights and obligations that are enshrined in law. In contrast. participants in the not-for-profit seetor do not have the same legal entitlement to participation in governance This article is concerned principal1y with boards as the locus of organizational governance. It is at board level that critical decisions are made. other parties may influence these decisions through meεhanisms such as motions put down at annual general meetings but ultimately the board has a significant degree of autonomy to do as it pleases. The board “bears the ultimate responsibility for the integrity of the corporation [andJ general cornpliance with law``’and so requires its members to have a commitment to the wel1-being of the organization and both the skills and experience to discharge such a role The importance of governance has been acknowledged by academics and policy-makers alike in recent years. Academic research has been wide ranging and not confined to any particular seetor of the economy. with public. private and voluntary organizations al1 being analysed. The issues dominating each have varied. The public seetor has been subjeet to debates over the decentralizing of decision-making resulting from policies of outsourcing service provision. This has promoted analyses that have examined the role played by citizens. rather than solely government 0떠cials. in formulating services and monitoring their quality. Voluntary seetor governance research has sought to investigate a range of aspeets including the funetion and composition of boards of management. The emphasis in this body of work. in common with private seetor governance issues. IS often on the identification of some notion of good practice in boardoperations‘ Lots of research has paid attention to governance but the wider forms of social enterprise have received little attention in Korea. This absence is significant as the governance dynarnics within social enterprises constituted as cornpanies have the potential to be quite distinet from those within co-operative，mutual benefit organizations，These company dynamics，and the governance responses that may be necessary to deal with these dynamics，will be identified in the work. This provides a platform for theorizing about social enterprise governance in order to begin to address the gap in the future research in Korea In order to provide a base on which to build a theory specifically for social enterprise governance，it can be usefully compared to voluntary seetor organizations that are governed by boards or management committees，and inevitably to the limited company form found in the corporate seetor Oimited by shares) ，Therefore，the article begins by exarnining both stewardship and democratic models of governance in the EU and other jurisdietion，1 exarnines the rationale for treating social enterprises as a form of organization that is distinet from more traditional for-profits and non-profits. This rationale then forms a foundation for a consideration of governance within social enterprises and how this rnight 려so be distinetive， 1 offers two propositions focussing on social enterprise governance. This article concludes by detailing the research that is necessary to investigate these propositions and that can meet the need for seetor specific studies which are necessary for theory-building in Korea，