@article{ART003242430},
author={Jung-Hai Moon},
title={An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -},
journal={Legal Theory & Practice Review},
issn={2288-1840},
year={2025},
volume={13},
number={3},
pages={13-52}
TY - JOUR
AU - Jung-Hai Moon
TI - An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -
JO - Legal Theory & Practice Review
PY - 2025
VL - 13
IS - 3
PB - The Korea Society for Legal Theory and Practice Inc.
SP - 13
EP - 52
SN - 2288-1840
AB - Corporate governance serves as a critical foundation for corporate sustainability and long-term value creation. Its importance has grown significantly in response to the proliferation of ESG management, digital transformation, and the expansion of geopolitical risks and other uncertainties. In light of these changes, COSO (Committee of Sponsoring Organizations of the Treadway Commission) and NACD (National Association of Corporate Directors) jointly issued the Corporate Governance Framework: Public Exposure Draft (CGF Public Exposure Draft) in May 2025. This draft reflects an effort to enhance the flexibility and effectiveness of corporate governance through a principles-based approach. This paper analyzes the key contents and structure of the CGF Public Exposure Draft and examines its implications and applicability for Korea’s corporate governance system. The CGF Public Exposure Draft presents practical implementation guidelines through six core components—Oversight, Strategy, Culture, Talent, Communication, and Resilience—along with 24 corresponding principles and related focus points. This structure is expected to help companies assess their current governance systems, set priorities, and establish governance objectives aligned with corporate strategy and risk.
The draft allows for flexible and phased application tailored to the size and characteristics of each company. In particular, it offers practical benchmarks even for unlisted companies and small and medium-sized enterprises (SMEs), thereby serving as an alternative to the limitations of Korea’s current regulation-heavy, listing-oriented governance framework. Furthermore, the draft calls for a shift away from shareholder primacy toward a broader governance approach that considers the interests of diverse stakeholders, emphasizing the board's role in promoting ethical responsibility and sustainability. Although the draft was withdrawn in July 2025 due to external feedback and shifts in the regulatory landscape, its principles-based direction and actionable standards remain valid. As such, it offers a valuable reference point for future regulatory reforms and policy development. Based on this perspective, this paper explores the key contents of the CGF Public Exposure Draft and evaluates the implications and feasibility of adopting a principles-based governance approach in the Korean corporate environment.
KW - Corporate governance;ESG;Board of directors;Internal control;Risk management;Compliance
DO -
UR -
ER -
Jung-Hai Moon. (2025). An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -. Legal Theory & Practice Review, 13(3), 13-52.
Jung-Hai Moon. 2025, "An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -", Legal Theory & Practice Review, vol.13, no.3 pp.13-52.
Jung-Hai Moon "An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -" Legal Theory & Practice Review 13.3 pp.13-52 (2025) : 13.
Jung-Hai Moon. An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -. 2025; 13(3), 13-52.
Jung-Hai Moon. "An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -" Legal Theory & Practice Review 13, no.3 (2025) : 13-52.
Jung-Hai Moon. An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -. Legal Theory & Practice Review, 13(3), 13-52.
Jung-Hai Moon. An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -. Legal Theory & Practice Review. 2025; 13(3) 13-52.
Jung-Hai Moon. An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -. 2025; 13(3), 13-52.
Jung-Hai Moon. "An Analysis of COSO’s Corporate Governance Framework Public Exposure Draft - Focusing on Domestic Implications of the Principles-Based Approach -" Legal Theory & Practice Review 13, no.3 (2025) : 13-52.
