감사위원회제도의 문제점과 개선방안

Abstract

A Proposal to Improve the System of Audit Committee Chung, Yong-Sang The board of directors under the Korean commercial law has a power to make an important business decision and performs an oversight function over the management of corporation's business. In fact, a large shareholder controls the board of directors because management is not separated from ownership in a corporation. The large shareholder exercises control and makes all business judgements in the corporation. Therefore, the oversight function of the board of directors comes to nothing. In addition, the internal auditor of the corporation cannot properly check and oversee the actions of the large shareholder.The system of audit committee has been introduced largely in a publicly held corporation since the amendment of the Korean Commercial Code of 1999. That is to say, a corporation may choose an auditor or an audit committee under the Korean Commercial Code. However, in view of the fact that the director engaged in corporation's business may become a member of the audit committee, the current audit committee may have difficulty in meeting independence of auditing practices in the corporation. The purpose of this study finds an effective solution to obtain transparency of management of the corporation and to improve independence of the current system of audit committee. To attain this purpose, legal issues and operational issues over the current system of audit committee are reviewed and analyzed, and then some improvements are proposed from the viewpoint of legislation.