주식회사의 지배구조 = Corporate Governance of Stock Corporation

다국어 초록 (Multilingual Abstract)

The Korean Pre-Stock Exchange Act after IMF economy crisis adopted
mandatory outside(independent) directors system in listed stock corporations
and mandatory audit committee system in large size listed stock corporation,
but did not accept executive officer system which has close relation with
outside directors system and audit committee system. Therefore, new
adopted outside directors system and audit committee system did not work
better than former systems(board of directors’ system and auditor system). In
other words, executive function and supervisory function in big corporations
absolutely should be separate in order to increase both the effect of
supervisory function of board of directors with outside directors and the
effect of audit function of audit committee which is one of the committees
under board of directors.
2008 Government Amendment Draft of Korean Commercial Code provides
for medium or large size stock corporations to adopt executive officer
system voluntarily, but I recommend the amendments about executive officer
system of Korean Commercial Code as follows :
(1) Large size stock corporations mandatorily should adopt executive
officer system, because the board of directors of such corporations is
composed of a majority outside directors and has priority function in the
supervision of executive organ(executive officers). (2) Medium size stock corporations in principle voluntarily can adopt
executive officer system. But medium size stock corporations whose board
of directors is composed of a majority outside directors, mandatorily should
adopt executive officer system in the same way as the large size stock
corporations. If the medium size stock corporations adopt executive officer
system, they should constitute audit committee as audit organ. On the
contrary, if the medium size stock corporations do not adopt executive
officer system, they should constitute auditor as audit organ.

참고문헌 (Reference)

1 정찬형, "주식회사 지배구조관련 개정의견" 한국상사법학회 24 (24): 2005

2 전우현, "주식회사 감사위원회제도의 개선에 관한 일고찰 -집행임원제 필요성에 관한 검토의 부가-" 한국상사법학회 23 (23): 251-295, 2004

3 정찬형, "상법강의(上)" 박영사 2009

4 법무부, "상법(회사법)개정 공청회자료" 2006

5 국회 법사위, "상법 일부개정 법률안 검토보고서" 2007

6 강희갑, "미국의 주식회사의 감사위원회제도에 관한 최근 동향과 그 시사점" 20 (20): 2002

7 정쾌영, "執行任員制度에 관한 商法 改正案의 問題點 檢討" 한국기업법학회 21 (21): 270-296, 2007

8 High Level Group of Company Law Expert, "Report on a Modern Regulatory Framework for Company Law in Europe"

9 W. Robert, "Cases and Materials on Corporation, 2nd ed"

10 정찬형, "2007年 確定한 政府의 商法(會社法) 改正案에 대한 意見" 법학연구원 (50) : 363-399, 2008