K-Governance Lags Behind Soaring Stock Prices

Lee Chi-han, Director of ESG Happiness Economy Institute KOSPI-Listed Firms Meet Less Than Half of Core Indicators Cumulative Voting and Board Independence Still Lacking K-ESG Competitiveness Hinges on Governance Advancement

Opinion|
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By Lee Chi-han (Commentary)
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AI-generated image depicting the stark reality of Korean corporate governance disconnected from stock prices. - Seoul Economic Daily Opinion News from South Korea
AI-generated image depicting the stark reality of Korean corporate governance disconnected from stock prices.

The KOSPI index recorded 8,864 on the 17th, continuing its trend of stabilizing above the 8,000 level. Market capitalization is expanding to record highs, and corporate earnings are gradually improving. Expectations are spreading across the market that Korea's capital market has entered a turning point for taking a leap forward.

Yet behind the dazzling stock index lies a somewhat uncomfortable number. The compliance rate for core corporate governance indicators stands at 47.8 percent, falling short of even half. This is the result of a comprehensive analysis conducted for the first time this year covering all KOSPI-listed companies. It means that while stock prices are advancing toward developed-market levels, corporate governance remains at only about the halfway mark.

According to an analysis by the ESG Happiness Economy Institute of 791 KOSPI-listed companies that became subject to mandatory corporate governance report disclosure starting this year, the average compliance rate across 15 core indicators stood at 47.8 percent. Only six companies (0.8 percent) recorded a 100 percent compliance rate, and just 13 companies (1.6 percent) achieved 90 percent or higher.

By contrast, more than half, or 435 companies (55.0 percent), did not even reach a 50 percent compliance rate. The report card for the first year in which disclosure obligations were expanded to all KOSPI-listed companies fell short of expectations, showing that the advancement of Korean firms' governance still has a long way to go.

These results carry meaning beyond mere disclosure statistics. They also represent a cross-section of the structural challenges facing Korea's capital market. Korean companies have tended to view ESG primarily as a management task centered on the environment (E) and society (S). Carbon emission reduction, expanded social contributions, and eco-friendly investments have been pursued relatively actively, but the governance (G) area has received comparatively less attention and improvement effort.

Of course, such efforts are important. However, the essence of ESG is not environmental activities or social contributions themselves. ESG is the process of building a management system through which a company can create sustainable value over the long term, and at its center sits governance (G).

No matter how much eco-friendly management is emphasized, if the decision-making structure is opaque, the board does not function independently, and mechanisms to check management are lacking, the sustainability of ESG is difficult to guarantee.

The actual figures reflect this reality. The proportion of companies in which an outside director serves as board chair was only 11.3 percent. The adoption rate of cumulative voting stood at just 4.4 percent, and fewer than 30 percent of companies had established a CEO succession policy. This is not a simple lack of systems, but signifies that the basic mechanisms to monitor and check corporate decision-making are not functioning sufficiently.

In particular, cumulative voting and board independence are among the governance elements that global investors consider most important. Major pension funds and institutional investors worldwide do not look only at a company's carbon emissions or social contribution activities. They also evaluate who makes decisions, whether the board operates independently, whether the management succession system is transparent, and whether internal controls function effectively.

Ultimately, trust in the capital market is not built on earnings alone. Sustainable corporate value is created only when it is backed by transparent governance. Therefore, the important question now is not how high the KOSPI will rise. It is whether the governance level of Korean companies is truly keeping pace with the growth speed of the capital market.

Good governance is not merely regulation but an investment that raises corporate value. An independent board reduces management risk, and a systematic succession policy lowers management uncertainty. Effective internal controls increase market trust, which leads to lower capital procurement costs and higher corporate value.

Conversely, weak governance amplifies ESG risks. When checks on management are insufficient, long-term risks such as the climate crisis may be underestimated, and when internal controls are poor, the reliability of ESG information is also shaken. When excessive authority is concentrated in a particular controlling shareholder or management, the likelihood increases that short-term performance will take priority over long-term sustainability.

The recent trend toward revising the Commercial Act also needs to be viewed from this perspective. Rather than interpreting it as a simple strengthening of management control regulations, it should be evaluated as part of the advancement process through which Korea's capital market is building a governance system at the global level.

The message from this corporate governance report analysis is clear. Korean companies have reached the starting line of ESG but have not yet arrived at the full-scale implementation stage. The 47.8 percent core indicator compliance rate is not a simple statistic but an indicator showing the current level of Korea's capital market.

ESG is not merely an extension of environmental activities. It is a process of management innovation to build a sustainable corporate system. The environment (E) protects the future, and society (S) expands responsibility. And governance (G) is the foundation that makes all of it possible.

The number that Korean companies must truly overcome now may not be the stock index but the governance compliance rate. The competitiveness of K-ESG begins not with environmental campaigns or social contribution activities, but with transparent and accountable governance. The figure of 47.8 percent represents the current state of Korea's capital market, showing that the journey has not yet reached even the halfway point.

The KOSPI's stabilization above 8,000 is a number created by market expectations. But KOSPI 10,000 can only be reached when trust is in place. The trust of investors, the trust of shareholders, and the trust of the market. That trust is not built on earnings alone. It becomes possible only when backed by transparent and accountable governance.

Lee Chi-han's ESG Insight - Seoul Economic Daily Opinion News from South Korea
Lee Chi-han's ESG Insight

Original reporting by Lee Chi-han (Commentary) for Seoul Economic Daily.

AI-translated from Korean. Quotes from foreign sources are based on Korean-language reports and may not reflect exact original wording.

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