기업지배구조에서 바라본 감사위원회의 역할

Abstract

According to the commercial code, the audit is a necessary permanent organization. Only in case of listed corporations with more than 2 trillion won of total assets amount is an audit committee to be established in place of the audit. One of the greatest changes in the essentials of the commercial code revision in 1999, when IMF provided financial support during the financial crisis, was the audit system. Following the critique that the audit system maintained after the enactment of the commercial code had been impaired, the audit committee system was instituted. Now that 20 years have passed after the introduction of this system through the revision of commercial code, it is doubtful whether it is properly functioning as the core tool for the improvement of corporate governance as it was expected at the time of its enactment. Most essentially, for the establishment of the audit committee to produce actual effects, independence from executives in terms of audit committee formation as well as transparency in management are required. Based on this basic principle, the following must be considered. Since an outside director is to be included in the formation of the audit committee in case of corporations over a certain scale, a way to improve the position of the outside director needs to be sought by priority. The position of the outside director thus has to be established in such a way that one can actively engage in the supervisory role. Most of all, for the normal operation of the audit committee, the audit committee needs to be independent from the whole corporate, and the audit committee member should possess eligibility including expertise as well as diversity. In appointing an audit committee member, the 3% rule needs to be maintained until integrity in corporate culture is acquired, and the selection of the separate election method, separated from the appointment of the general outside director, will firmly guarantee independence and expertise. In addition, to enable the normal operation of the audit committee, de facto executive officer system organized in the form of unregistered directors should be managed as substantive executive officer system. For this purpose, mandatory installation of executive officer in corporations with mandatory installation of audit committee will have to be considered.