제일은행감자에 관한 공식서한 IMF에 전달

참여연대 경제민주화위원회(위원장:장하성 고려대 경영학과 교수)는 14일 제일은행 감자 문제에 관한 입장을 밝히는 공식서한을 힐튼호텔에 머물고 있는 IMF 한국 대표단장 휴버트 나이스씨에게 보냈다. 참여연대는 이 서한에서, 제일은행의 부실화는 근본적으로 관치금융의 폐해로 인한 것인데 주주들에게만 그 책임을 묻는 것은 부당하며, 경영에 참가하거나 감시할 권리가 보장되지 않는 한국의 특수한 상황에서 소액주주들은 감자에서 제외하거나 차등적으로 감자를 실시할 것, 그동안 참여연대와 함께 부실경영의 책임을 묻기 위해 대표소송을 제기하는 등 소수주주권을 적극적으로 행사해온 주주들은 감자에서 제외할 것 등을 요청했다. 끝.

※ 별첨자료 : IMF 한국 대표단에 보내는 영문서한 1부

Dear Mr. Hubert Neiss:

On behalf of the various minority shareholders of Korea First Bank (KFB), we respectfully request that the International Monetary Fund (IMF) reconsider the present plans to restructure the KFB. We agree that KFB must undergo critical changes, yet we disagree with the manner in which this should be pursued. In particular, we believe that the Korean Monetary Policy Board’s current plan to cancel KFB’s shares as part of its restructuring unfairly and excessively punishes small investors.

First, the current plan to cancel all KFB shares is unfair because it holds shareholders solely responsible for the mismanagement of KFB. As was revealed in the investigation surrounding the Hanbo scandal, if anyone, the Office of Bank Supervision and ultimately the government are primarily responsible for KFB’s current state of affairs because they failed to properly supervise the bank. A reduction in stated capital that solely places the burden on shareholders is unfair. In addition, the IMF Agreement itself states that “creditors and shareholders” should both be held responsible for the mismanagement of KFB. Therefore, if a reduction in capital is necessary, at the very least, the government, the creditors and the bank’s management should all share in the responsibility.

Second, it is unfair to punish small shareholders because Korean law has effectively prevented them from exercising their rights.

Korean shareholders are effectively excluded from corporate governance, are virtually shut out of shareholder meetings, and shareholders derivative suits have been practically impossible. These structural restrictions in shareholder rights are only exacerbated when one considers that Korea does not allow class actions suits for shareholder investors. We believe that among shareholders only those that had sufficient voting power (0.5-1.0% of total issued shares) to possibly check management’s indiscretions should be primarily responsible at the present time. They had the ability to supervise management, failed to do so and should face more severe consequences. Small investors in contrast that lacked such voting power should be exempted from the reduction in stated capital.

Third, those small investors that have joined together to bring a shareholder derivative suit against KFB despite the enormously burdensome conditions should be exempted from the reduction in stated capital. The People’s Solidarity for Participatory Democracy has helped these small investors assert their shareholder rights against the KFB management, marking the first registered shareholder derivative suit in Korean history. These nascent efforts should not be negated or punished but must be encouraged and promoted for Korea to develop an effective system of corporate governance.

Fourth, those members of KFB’s management that are responsible for the current state of affairs should not only recuse themselves from participating in the decision regarding the reduction in stated capital but they should also resign from their positions. Most of the current directors are not qualified to participate in any managerial decisions because the 1997 annual shareholders’ meeting at which they were elected has been declared void. Futhermore most of these directors participated in KFB’s mismanagement and they cannot act in the best interests of the shareholders when deciding how to reduce KFB’s stated capital.

We believe that under these special circumstances in Korea justice demands that the small investors of KFB should be offered more protection than is currently being pursued under the capital reduction plan.

KFB and Seoul Bank will become models of corporate restructuring bearing enormous precedential value for corporate Korea’s future. We would appreciate your utmost consideration and cooperation regarding the future of the small investors of KFB.

Sincerely yours,

Co-Representatives ; Kim Joong-bae, Kim Chang-kuk, Rev. Park Sang-jung,

People’s Solidarity for Participatory Democracy