Throughout Korea's government-led economic development
until the 1980s, the government frequently intervened in the market
by instituting industrial development programs and allocating
financial resources based on corporate performance in investment
and exports. The extensive involvement of the government in
monitoring business performance, the frequent bailing out of ailing
businesses, and stock market intervention to maintain market
stability provided effective protection against downside risks for
investors, who naturally felt little need for corporate transparency or
close monitoring of corporate performance. Furthermore, heavy
reliance on debt-financing resulted in the concentration of corporate
ownership.

With less government intervention in the market through
financial deregulation, investors now have to assume greater
investment risks and thus have greater incentive to closely monitor
corporate performance. Banks and other financial institutions are
becoming more concerned about corporate creditworthiness and
performance. In the new economic environment, the principal-agent
relationship of the past between the government and firms is
shifting to one that is between the manager and other corporate
stakeholders.

These developments demand a new and more sophisticated
mechanism of corporate governance to resolve conflicts of interest
among various corporate stakeholders and minimize agency costs.
The system needs a new mechanism to monitor the performance of
corporate management and identify capable entrepreneurs and
managers, the roles of which had mainly belonged to the
government in the past.

Compared to these changes in the underlying environment,
however, prevailing mechanisms of corporate governance in Korea
had changed little until the economic crisis broke out. Naturally,
Korea's weak corporate governance has been cited as a major cause
of the economic crisis in 1997. As a result, major reform in Korea's
corporate governance system, which had actually begun in 1996 just
before the crisis, is now in progress.

Because Korea's corporate governance system lacks both
market discipline and organizational control mechanisms, and
because the two could be mutually complementary, reforms in the
governance system should take a full advantage of both systems.
However, the different models of corporate governance structure
prevailing in advanced economies could only provide some lessons,
and none of these can be simply imitated. Rather than trying to
implement foreign systems, we need to focus on establishing a
sound infrastructure for corporate governance mechanisms to work
effectively while preserving the value of Korean management
system.

Once the reform in the basic legal structure of corporate
governance system is completed, resolving conflicts of interest
among corporate stakeholders should be left to the market. Then, the
relationship between management, outside investors, and controlling
owners will differ significantly from that of the past. How it
develops in the future will determine a new model for Korea's
capitalistic market economy and corporate management.

Ⅰ. Introduction

Ⅱ. Perspective on Corporate Governance
　1. Agency Perspective of Corporate Governance
　2. Stakeholder Perspective of Corporate Governance
　3.The Role of Debt in Corporate Governance
　4. Industrial Group as a Governance Mechanism
　5. Corporate Governance, Innovation, and Competitiveness

Ⅲ. Governance Structure of U.S., Japan, and Germany
　1. The US System of the Market Discipline
　2. The Japanese System of Organizational Control
　3. The German Dual Boards System
　4. Key Features Compared

Ⅳ. Corporate Governance in Korea Today: Issues and Reform progress
　1. Key Features
　2. Reforms in Progress
　3. Assessing Current Reforms and Future Prospect

Ⅴ. Concluding Remarks