집행임원 설치의 부분적 의무화에 대한 소고 = Study on the Conditional Enforcement of Executive Officers

다국어 초록 (Multilingual Abstract)

An executive officer means a person that is in charge of corporate business and represents the corporation. Its legal basis was stipulated in the Revised Commercial Act in 2011, the purpose of which was to enhance the effectiveness of a board’s supervisory authority but, since corporations were endowed the discretion whether to adopt the executive officer system, there were few corporations which adopted the executive officer system. In 2013 the Ministry of Justice announced a revision bill which compelled listed corporations with assets of 2 trillion won or more to elect an executive officer. Although the bill had not been passed, it is still a controversial issue regarding corporate governance. It is evident that a board’s supervisory authority could be invalid in that according to the Commercial Act the board members are to monitor themselves and at least 1/4 of the board members are composed of outside directors who are hardly well-versed in the management of the corporation. Compelling its establishment, however, is not a desirable solution in that: ① the trait of Korean corporate ownership structure would prevent enhancing the board’s supervisory power well enough; ② executive authority of executive officers might shrink due to the board’s excessive power of supervision and delegation; ③ it is still possible that corporations elect executive officers that are not applied by the Commercial Act, which will emasculate the object of the bill; ④ election of executive officers are not forced in the United States, and ⑤ practically, it would be almost impossible to chare such great number of officers with liabilities against the corporation and 3rd parties. Regarding current executive officer system fixed by the Commercial Act, there are a few shortcomings that needs to be compensated. The Commercial Act does provide the procedure and requirement for establishing executive officers, which may bring about confusion in corporations and charges executive officers with excessive liabilities considering that their management function is delegated and performed under the supervision of the board. Also, to improve the board’s information access authority and the effectiveness of the board’s supervisory authority executive officer’s duty to report, that is rather passively provided in the Commercial Act, needs to be strengthened.