■ With the increasing necessity for the establishment of stable international investment practice to cope with globalization of world economy and of corporate governance to cope with fast change of business environments such as technical innovation, capital liberalization, OECD has been really discussed these these issues from the year of 1995. After four years discussion, OECD Council, meeting at Ministerial level on 26-27 May 1999, confirmed the OECD Principles of Corporate Governance.

■ The OECD Principles are composed of Preamble, Principles, and Annotations to the OECD Principles of Corporate Governance. The Principles are divided into (i) the rights of shareholders, (ii) the equitable treatment of shareholders, (iii) the role of stakeholders in corporate governance, (iv) disclosure and transparency (v) the responsibilities of the board. The Annotations not only help to understand the Principles, but also contain the alternatives to be used in the specific application of the principles and major trend of the relevant items.

■ Although the OECD Principles are non-binding, it is viewed that the Principles will be executed as a way of more powerful restriction than the internatonal law, because they contain the minimum rules for the corporations to abide by internationalay. Accordingly it is needed to check the specific contents of the OECD Principles and to cope with positively at the level of government and corporations

■ Our national counter measures to the OECD Principles are to accept them willingly. Especially the International Monetary Fund (IMF) and the World Bank, etc are expected to apply them as the policy recommendations to the member countries. Accordingly we are needed to take proper measures to these issues.

■ Positive attitude is needed to utilize the OECD Principles as the benchmarks of the voluntary reforms for the repairment of corporate governance rather than the passive copings to the policy recommendations of the IMF of the World Bank. They should be accepted not only to establish and excute the reform policies at the level of government for the advancement of corporate governance, but also to reform the present corporate governance framework at the level of private corporations.

■ The following five principal considerations could be presented for the repairement of our national corporate governance framework based on the five areas of the OECD Principles.

■ First, corporate control under the efficient capital markets. The first area emphasized in the OECD Principles is the right of shareholders. The untrancsparency of our national corporate governance framework and the poorly kept rights of minority shareholders mainly resulted from the underdeveloped local capital markets. The present corporate administration of owner management will be solved at most with dissipated ownership and reflected administration effect as a result of developed markets.

■ Second, management supervision based on the shareholders' activism. especially the activities of shareholders centered by institutional investors should be stimulized. The minority shareholders with the axis of citizen group have shown huge effect but they have some problems, because it is restricted to some specific corporations and do not have specialty in the arrproaching methods. These restrictions could be overcome by shareholder activism of some special institutional investors.

■ Third, management supervision by credit institutions. The third area of the OECD principles is to improve the engagement of stakeholders in corporate governance. The engagement of credit holders in the corporate governance could be most reliable under the local markets with no other major powers to crosscheck the owner-managers and to supervise powerfully the corporate administration.

■ Fourth, inreasing transparency through enhanced corporate disclosure. Disclosure and transparency were elected as fouth area in the OECD Principles, and the content is comprehensive to a great extent. The increasement of administration transparency has been emphasized in the repairment of international compatitiveness of Korean corporations and many proper measures have been taken to inrease the administration transparency. Afterwards the transparency of corporate administration should be higherd and increasement of understandbility and reliability of disclosed informations should be exerted.

■ fifth, ensuring the board's responsibilities increasing board members. The OECD Principles mentions the responsibilities of the independent board members. The OECD Principles proposes the management of the independent board members with the recognition of the need of considerable independence of the board from the managers. In Korea the independent board members system introduced in 1998 for the listed companies was an idea to inrease the status of the board. The effectiveness of this system should be more enhanced.

서언
요약

Ⅰ. 서론
1. 연구의 배경 및 목적
2. 연구의 체계

Ⅱ. OECD의 기업지배구조에 관한 논의
1. 기업지배구조에 관한 OECD의 논의 배경
2. 위원회별 주요 논의 내용
3. 기업지배구조 특별작업반의 주요 논의 내용

Ⅲ. OECD 기업지배구조 원칙의 내용
1. 전문
2. OECD 기업지배구조 원칙

Ⅳ. 우리나라의 기업지배구조 개혁내용
1. 우리나라 기업지배구조의 특징
2. 기업구조조정과 기업지배구조 개선
3. 기업지배구조 개혁의 주요 내용

Ⅴ. OECD 기업지배구조 원칙과 한국경제에의 시사점
1. OECD 기업지배구조 원칙에 대한 대응방향
2. OECD 기업지배구조 원칙의 부문별 시사점 및 개혁과제

Ⅵ. 결론

참고문헌