일본의 사외이사제도를 둘러싼 최근 동향과 과제

Abstract

In this article, I have referred to recent developments and problem of outside director in Japan. After it was different from Japanese in case of and Korea,and an outside board system wasn't introduced compulsorily and corporate governance of a company was left to self-control of a company, transparency in management isn't secured more than Korea and USA. Therefore it's being argued to establish an outside board compulsorily to aim at a monitoring model of the true meaning. It's compared and examined to the respective institutional rational directions by the situation that the outside corporate auditor which has improved and has made them settle so far will be denied actually, and an effort is made in order to look for solution method to a problem while arguing by the operation reality in Japan. Reform of the board of directors of a listed company is a very important problem in a Japanese large-scale listed company also to reach a critical phase in a company legal system as well as a capital market law by Japan, develop international business and survive by global competition at present. To achieve a monitoring model of the true meaning, it doesn't stop at the argument of which an outside board and outside corporate auditor are required, and there are a lot of points that it's suggested in Korea for going to the way to require an independent director of the board of directors.