enforceability of existing corporate governance rules andalack committee members, 2) allowing shareholders of parent of accountability. They call into question the true independence | companies to sue directors of subsidiary firms, 3) lowering of the boards of Korean conglomerates and the ability of outside eligibility thresholds for filing representative lawsuits, 4) directors to effectively oversee management and protect all regulating compensation for controlling shareholders and shareholders’ interests. management, as well as 5) introducing mandatory electronic Recent research on Korean-listed companies shows strong and cumulative voting." social ties between independent directors and management of | One ofthe most ambitious goals includes proposed amendments Korean conglomerates. While 87% of boards are in theory _ to Koreas Monopoly Regulation and Fair Trade Act, introducing independent, only 62% are when one considers social ties. The constraints on chaebol businesses and banning all existing composition of Korean boards also poses concern as the circular ownership structures of chaebols within three years.” percentage of directors with business or management ‘The calls for big governance reform in Korea were first publicly backgrounds has decreased from 45.2% in 2004 to 28.4% in voiced by chaebols’ shareholders themselves. In 2015, at 2011.’ This, while the number of former public officials has Hyundai Motor’s annual general meeting, shareholders openly . o. : o : sharply increased fron 227% int 2004 £6 ao % in 2011. confronted management about the controversial land deal and Interestingly, in Korea's boardrooms, the inclusion of professors proposed a new governance committee to strengthen oversight and lawyers as independent directors has become common. The = ay, accountability. In an unprecedented fashion, their need er pues ie shareholder action independent oversight Wy A prompted the company and monitoring of —“VVith the adoption of a Stewardship Code, t