社外理事의 法的地位와 責任 = Outside Directors' Legal Status and Responsibility

다국어 초록 (Multilingual Abstract)

The outside directors system, a means of strong internal control, was obliged for the better corporate governance structure against a weak check on a large stock holder, management and an evil influence-resulted from the self-righteousness of executive.
The outside directors system has three types of operation. Which are CEO's voluntary system, organ investors centered system and legal system. Voluntary system lacks independence owing to CEO's appointment of outside directors and legal system has the problem that government does not act as a mediator following the market principles. So the best way to operate outside directors system is as follows.
Outside directors should be chosen by agency investors for a small stock holder and other interest group.
The outside directors' legal status remains only a member of board of directors according to Korean law. In addition to this, outside directors are a party to the trade, the third control organ and creditor directors that banking facilities sent in terms of law. They have power as directors in company law, fiduciary duty, notice obligation and other concrete duties like safekeeping secrets and protection of organ investors and a small stock holder.
Because of outside directors' inferior management speciality and expert knowledge to inside directors, the reduction of responsibility was on the rise due to the theory of case law. But there were problems and a majority opinion is the equal responsibility principle in the academic world because they are the members of same board of directors.
But it is not deniable that they were for the check on management and the prevention of interest group's damage. So their duty as a management guard should linked to the augmentation of their responsibility.
When role duplicators, outside auditor and auditor, are members of audit committee, the responsibility of outside director, non committee member, is the point in question. Non committee members require to pay attention as much as a man with reasonable, general prudence, professional knowledge and technology do for himself in similar business area. So outside directors, although non committee member, must be responsible.
Outside director system itself causes no legal problems but audit committee consists of outside directors will overlap with auditor, a standing organ, and outside auditor's role. At this time, audit committee is only a american management organization under board of directors, so the introduction of this system must be considered carefully because the control method of organ, features of Korean company law, may fade away.

목차 (Table of Contents)

• Ⅰ. 서론
• Ⅱ. 사외이사의 개념과 역할
• 1. 사외이사와 사내이사의 개념
• 2. 사외이사제도의 역할
• 3. 기존의 감시감독적인 역할과의 중복
• Ⅲ. 사외이사의 법적지위
• 1. 기존이사로서의 법적지위의 동질성
• (1) 이사회 구성원으로서의 지위
• (2) 이사 개인으로서의 지위
• (3) 미국법상 사외이사의 지위와 권한
• 2. 사외이사의 권한과 의무
• (1) 사외이사의 회사법상 이사로서의 권한
• (2) 사외이사의 일반적 추상적인 의무
• (3) 사외이사의 구체적인 의무
• 3. 개별적 거래관계에서 거래 상대방으로서의 지위
• 4. 제3자적 감시기관으로서의 사외이사의 지위
• 5. 기관투자자가 선임 파견한 사외이사의 지위
• (1) 회사지배구조상의 채권자의 참여근거
• (2) 채권자의 법적지위
• Ⅴ. 사외이사의 책임
• 1. 책임의 경감문제
• (1) 사외이사의 차별책임화 이론과 문제점
• (2) 사외이사의 손해배상책임보험과 문제점
• (3) 경영판단의 원칙과 문제점
• 2. 책임강화이론으로서의 사외이사, 사내이사의 동일책임설
• (1) 사외이사의 책임차별화 무용론
• (2) 책임차별화 무용론에 대한 평가와 책임강화
• (3) 위원회 도입에 따른 사외이사의 책임
• Ⅵ. 결론