주식회사 사외이사제도에 대한 법적 개선방안 — 일본 사외이사제도를 고려하여 —

Abstract

It has been 20 years since the outside director system was introduced in 1998. At that time, the IMF recommended this system, and Korea prepared a new regulation in the Commercial Act. However, there are constant criticisms that the outside director system is not functioning properly. This paper aims to diagnose the problems that occur in Korea's outside director system, and to suggest ways to solve these problems in consideration of the recent revisions to the Japanese company law. The following matters, which are mandatory for outside directors under the Japanese company law, are meaningful. First, as a committee establishing company, 'Auditing Committee establishment company' and 'Nominating Committee, etc. establishment company' must appoint at least two outside directors. Second, a company that is a public company 'a company established by an audit committee' and is obligated to submit a securities report must also have at least one outside director. Third, if a resolution of the board of directors is decided by a special director in the articles of incorporation, at least one outside director must be appointed. For corporate governance, it is appropriate to prepare a system suitable for each country's circumstances. Japan is impressive in the aspect of acknowledging the expansion of the outside director system, and in the aspect of flexibly utilizing companies by granting certain authority to outside directors. This gives us some implications. In the area of ​​corporate governance, the rule of 'abide by the principles but explain the exceptions' seems to be accepted by countries around the world. As Korea boldly accepts this as a legal norm, it would be reasonable to set only the basic norms in the company law and delegate the specific problems of listed companies to self-regulation such as the exchange. In the corporate governance structure, rather than a rigid and uniform legal system, it is necessary to devise a regulatory plan that suits our reality and improve the efficient outside director system.