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[코리아헤럴드(더인베스터)=박한나 기자] 삼성그룹 지배구조에 대한 미국계 헤지펀드 엘리엇의 공세가 거세지고 있는 가운데 정작 대부분의 주주들이 관심을 갖는 것은 엘리엇의 의도 자체보다는 삼성 이사회의 판단력과 커뮤니케이션 능력이라고 미국의 저명한 지배구조 전문가가 평했다.
글로벌 1위 지배구조 컨설팅 회사 머로우소달리 (Morrow Sodali)의 존 윌콕스 회장은 10일 더인베스터와의 인터뷰에서 “어떤 행동주의 투자자들은 단기적 이득을 얻기 위해 기업을 곤란에 빠트리는가 하면 또 일부 행동주의 투자자들은 회사의 근본적인 기업지배구조, 자본 배분 등에 깊은 관심을 갖는다. 그들의 의도를 파악하는 것은 온전히 기업의 몫”이라며 “행동주의 투자자들의 제안을 받아들이느냐 아니냐는 기업의 장기적 목표화 비즈니스 전략을 가장 잘 아는 기업자체와 그 이사회가 선별적으로 판단해야 한다”고 말했다.
지난 10월 엘리엇은 서한을 통해 삼성전자에 인적분할, 특별배당 30조원, 사업회사의 나스닥 상장, 사외이사 3인 선임 등을 골자로 한 지배구조 개편안을 제안한 바 있다.
윌콕스 회장은 한국 재벌기업의 불투명한 지배구조로 인한 이른바 ‘코리아 디스카운트’가 아직도 외국인 투자자들 사이에서는 팽배하다며 엘리엇이 삼성전자 이사회에 보낸 서한에도 이러한 내용이 담긴 것을 확인 할 수 있다고 말했다.
“그럼에도 불구하고 일부 재벌총수들은 가치 저평가에 대해 신경을 쓰지 않고 있다”며 “한 기업이 상장하고 주주들의 자본으로 회사를 경영한다는 것은 기업가치를 최대로 끌어올리겠다는 기본적인 책임을 수반한다”고 전했다.
또 권력승계 과정에 있는 재벌이나 가족경영기업의 이사회가 주주와의 관계를 잇는 중심적인 역할을 해야한다고 강조했다.
“단지 가족의 구성원이라서 후임자가 된다는 것으로는 부족하다. 그 사람이 회사를 경영할 만큼 충분한 지식과 트레이닝을 받았다는 사실을 증명해야한다”며 “이사회에서 주주들에게 권력승계계획에 대해 자세히 설명하고 기업경영의 지속가능함을 확인시켜줘야 한다”고 말했다.
(hnpark@heraldcorp.com)
<원본 영문기사>
Chaebol negligence on governance creates value discount: Morrow Sodali chief
[THE INVESTOR] South Korean chaebol, or family-run conglomerates, are suffering from a value discount due to their poor governance but some of them still leave the problem unfixed, a US expert on investor relations said.
“Frankly, some family owners don’t care about a value discount. But they should reconsider their corporate governance, because when you decided to go public and you take capital from shareholders, it’s part of a deal that they will try to maximize the company’s value,” said John Wilcox, chairman of Morrow Sodali, a New York-based shareholder service provider, in an interview with The Investor on Nov. 10.
While chaebol are deemed to have made a positive contribution to the country’s rapid economic growth, they are criticized for their opaque governance defined by a sprawling cross-shareholding structure designed to strengthen the owners’ control.
Samsung Electronics, in which nearly half of the shareholders are foreign investors, is the latest chaebol that was challenged by activist investors over its governance issue.
In October, US hedge fund Elliott Management urged the tech giant to split into two companies -- a listed holding company and a listed operating company -- and list the latter in New York to increase the value of shareholders.
However, Wilcox stressed that ultimately, it’s up to the company to make the optimal choice.
“Activists look at the company from the external perspective. But in the end, it’s up to the board of directors to make choices for the best of companies and shareholders,” Wilcox said.
He said some activist investors are simply out to make short-term profit and cause trouble for the company, others are more substantively interested in the business if the companies have done a thoughtful analysis of the business and structure of its governance and capital allocation.
“So you have to make a judgement if they are serious proposals or just an effort to make a quick buck,” he said.
Including Samsung, other major chaebol are currently undergoing transition to the third and fourth generations of their family leadership.
“It can’t just be that a successor is a family member. There has to be training, knowledge and expertise to run the company and those things need to be explained and endorsed by the board,” Wilcox said.
Listed companies with family ownership suffer from so called ‘Korea discount’ in the market place and that can be alleviated to a certain degree if it’s clear that there’s no loss of efficiency because of the family ownership, he said.
Because most of chaebol have a top-down management structure, top executives at the companies need to be educated about governance first, he added.
South Korea is more like an emerging market in terms of corporate governance, the ownership structure of companies are typical in the early stage of evolution before going fully public.
“Globally, increasingly the thrust of corporate governance and environmental and social issues are focused on the role of directors because in all the non-financial issues and policy questions they are the ultimate decision makers,” he said.
Morrow Sodali is a leading global firm in M&A, shareholder activism, governance advisory, shareholder services and proxy solicitation with more than 600 global clients including IBM, Boeing and Merck.
Headquartered in New York and London, it has offices in 14 cities including Tokyo and Beijing.
By Park Han-na (hnpark@heraldcorp.com)
Chaebol negligence on governance creates value discount: Morrow Sodali chief
[THE INVESTOR] South Korean chaebol, or family-run conglomerates, are suffering from a value discount due to their poor governance but some of them still leave the problem unfixed, a US expert on investor relations said.
“Frankly, some family owners don’t care about a value discount. But they should reconsider their corporate governance, because when you decided to go public and you take capital from shareholders, it’s part of a deal that they will try to maximize the company’s value,” said John Wilcox, chairman of Morrow Sodali, a New York-based shareholder service provider, in an interview with The Investor on Nov. 10.
While chaebol are deemed to have made a positive contribution to the country’s rapid economic growth, they are criticized for their opaque governance defined by a sprawling cross-shareholding structure designed to strengthen the owners’ control.
Samsung Electronics, in which nearly half of the shareholders are foreign investors, is the latest chaebol that was challenged by activist investors over its governance issue.
In October, US hedge fund Elliott Management urged the tech giant to split into two companies -- a listed holding company and a listed operating company -- and list the latter in New York to increase the value of shareholders.
However, Wilcox stressed that ultimately, it’s up to the company to make the optimal choice.
“Activists look at the company from the external perspective. But in the end, it’s up to the board of directors to make choices for the best of companies and shareholders,” Wilcox said.
He said some activist investors are simply out to make short-term profit and cause trouble for the company, others are more substantively interested in the business if the companies have done a thoughtful analysis of the business and structure of its governance and capital allocation.
“So you have to make a judgement if they are serious proposals or just an effort to make a quick buck,” he said.
Including Samsung, other major chaebol are currently undergoing transition to the third and fourth generations of their family leadership.
“It can’t just be that a successor is a family member. There has to be training, knowledge and expertise to run the company and those things need to be explained and endorsed by the board,” Wilcox said.
Listed companies with family ownership suffer from so called ‘Korea discount’ in the market place and that can be alleviated to a certain degree if it’s clear that there’s no loss of efficiency because of the family ownership, he said.
Because most of chaebol have a top-down management structure, top executives at the companies need to be educated about governance first, he added.
South Korea is more like an emerging market in terms of corporate governance, the ownership structure of companies are typical in the early stage of evolution before going fully public.
“Globally, increasingly the thrust of corporate governance and environmental and social issues are focused on the role of directors because in all the non-financial issues and policy questions they are the ultimate decision makers,” he said.
Morrow Sodali is a leading global firm in M&A, shareholder activism, governance advisory, shareholder services and proxy solicitation with more than 600 global clients including IBM, Boeing and Merck.
Headquartered in New York and London, it has offices in 14 cities including Tokyo and Beijing.
By Park Han-na (hnpark@heraldcorp.com)
