KCGS 한국ESG기준원

- Looked at the local practice of “Say-on-Pay,” the problems associated with it, and possible solutions based on a review of the proposals on directors’ remuneration cap put to vote at the Q1 2019 AGMs and the recommendations issued by KCGS.

- From the legal and corporate governance perspective, shareholders have a valid right to say on directors’ remuneration. It is necessary to empower shareholders to have a practical authority on the directors’ remuneration cap.

- The results show that firms set an excessively high cap in comparison with the actual pay. The remuneration is not tied to performance in many cases. All raise questions about why they set a remuneration cap in the first place.

- A detailed breakdown of remuneration and the performance measurement methods need to be disclosed prior to the general meeting of shareholders. In the future, Korea should also adopt an advanced institution such as Say-on-Pay and Directors’ Remuneration Report.



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