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오수근 한국상사판례학회 2002 상사판례연구 Vol.13 No.-
Auditing reports normally state In our opinion, the financial statements referred to above present fairly, in all material respects, the financial statements ... . The author interprets fair as auditors confirmation on the absence of material fraud or errors in financial statements. He finds the ground of his argument in the purpose of auditing, which is to enhance the reliabilit of financial statements and should be free from material fraud and errors for the purpose. Therefore, auditors have responsibility to find out material fraud and errors and should not express fair without conviction and evidence. He also concludes that auditing by inside auditors, who are members of board of directors under the Commercial Code ( the Code ), is intrinsically almost same as one by outside auditors under the Act on Outside Audit of Stock Corporations ( the Outside Audit Act ) as far as accounting is concerned. For these reasons, he suggests firstly that inside auditors under the Code should folow the Audition Standards and its Rules because they are tested in domestic use and accepted in international practices. Secondly he argues that the provisions on auditing in the Code should be interpreted as compatible as possible with Auditing Standards.So the term correct or fit should be understood to amend the reevant provisions in the Code to synchronize the concept of financial statements and the principles of auditing under the Outside Audit Act. Lastly, the legl status of auditors under the Code and its responsibility should be reviewed. audition can be done successfully by outside auditors under the Code can play their role as an internal monitoring mechanism in accounting process and a compliance watchdog.
한국채택국제회계기준상 연결실체의 판단기준에 대한 법리적 분석
오수근 한국상사법학회 2011 商事法硏究 Vol.30 No.3
K-IFRS has come into effect since 2011. Internal auditors and outside auditors shall make reports on consolidated financial statements. Consolidated entities are to be selected first for that purpose. The author analyses ‘control’ and ‘de facto control’ which are the criterion in identifying consolidated entities from a legal view point. In addition, he deals with related issues including superior control, exemption of consolidation,affiliated company, joint venture and audit on subsidiary by an auditor of parent. Some practical points to be noted are presented as conclusion, (1) As control means decision making power in a legal context, it is deemed to have control if one has a voting power over 50%. However, it is not the case when the resolution requirement is tightened. (2) It is not counted as shares with voting power when voting power of nonvoting stocks is exceptionally revived, controlled company owns stocks of controlling company, and converting power is exercised during the shareholders’ list is closed. (3) Agreement on voting right, voting trust and assignment of voting power should be considered in counting voting rights. (4) The existence of voting right should be verified in case when a controlled company issues stock call option, convertible stock, convertible bond and redeemable share. (5) In order to prove the existence of control, several situation might be considered including distribution of shares and pattern of exercise of voting right. 30% of criteria under the Outside Audit Act should not be treated as an evidence in identifying the de facto control.