금융회사의 기업지배구조하에서 사외이사의 역할과 책임

Abstract

Outside directors' roles and legal Responsibilities should be discussed in a larger context, a corporate governance. In specific, in the case of financial companies, as the unbalanced corporate governance can be a direct risk factor of stability of financial system, outside directors' roles and legal responsibilities should be regulated more strictly than those of general non-financial company. Currently, financial companies have a strong likelihood of evasion of responsibilities due to the diversity and duplication of internal control function. Thus, it is necessary to create a system to settle down the possibility of evasion of responsibilities. Therefore, first of all, it is essential to clearly clarify outside directors' roles and source of responsibility, which leads to bring effects of preventing illegal act in advance as well as managing operational risks in management. In addition, outside directors' responsibilities should be classified into the duty of care, duty of loyalty, duty of oversight, and the duty of internal control. Also, it is necessary to discuss the scope of outside directors' responsibilities and to what extent the responsibilities are reasonable along with liability for damages if the responsibilities are violated. Finally, this study will contribute to explore academically how important outside directors' effective operation is to achieve successful operation of financial companies and stability of corporate governance.