상법 개정(안)의 집행임원의 부분적 의무화에 관한 소고

Abstract

Currently Korean Commercial Act forces certain corporate governance to the domestic corporations depending on whether they are listed and how large their assets are. For example, Korean Commercial Act provides that all listed corporations should appoint outside directors and some large listed corporations should establish auditors committee inside their board of directors instead of auditor. However, there has been not proved whether this attitude of Korean Commercial Act works. In addition, the Korean authorities (MOJ) announced Commercial Act revised bill in July 2013 by which all listed corporations should establish so-called executive directors if their asset amounts are over 2 billion won. However, this revised bill could be evaluated as one of the misguided approaches because Korean large public corporations would be forced to install another outcome-unproven internal institution. It is not deniable that the standards like listing or asset size are clear and easy for the MOJ to apply them. However, there is also big probability that this uniform compulsion may not be fit to the regulated corporations themselves; audit committees or executive directors have been developed in western countries where the business situations are considerably different from those of Korea. Global standards about corporate governance such as OECD Principles of Corporate Governance and related EU Directive (Directive 2006/46/EC) are not coercing certain standard for corporations; they just recommend desirable corporate governance by suggesting. Korean Commercial Act should check carefully the expected outcome of introducing a regulation in corporate governance in addition to its trial to tune with global approaches.