집행임원 의무화에 관한 법적 연구

Abstract

In Korea the corporate governance has been competitively reformed since 1990's. The roles of corporate board in corporation have been changed after the mandatory outside directors and audit committee had been introduced, finding out the necessity to pay attention to the independence of outside director from the management. It should be mandated to introduce the executive officer in large publicly held corporation if the outside director and audit committee should be introduced, but only to fail. The executive officer system has been introduced by the amendments in the Korean Commercial Act in 2011. According to the revised Commercial Act 2011, whether to introduce the system depends on the company's discretion. De facto officers are selected under the bylaws or a resolution of the board of directors in many publicly held corporation, because the corporation may have officer under the Commercial Act. In 2013, the Ministry of Justice announced a revision bill which compelled the listed corporations with assets of 2 trillion won or more to elect an executive officer. Although the bill had not been passed, it is still a controversial issue regarding corporate governance. In some opinions, the mandatory executive officer, however, is not a desirable solution in that: ⅰ) the traits of Korean corporate ownership structure would prevent to enhance the board’s supervisory power well enough because of the controlling shareholders; ⅱ) the authority of executive officers would be shrunk due to the board’s excessive power of supervision and delegation; ⅲ) it is still possible that the corporations elect de facto officers that are not applied by the Commercial Act; ⅳ) according to the comparative law, the mandatory executive officer is abnormal. But in my opinion, it is necessary that the mandatory executive officer should be introduced in the Commercial Act. Therefore, it is possible to enforce the system of the listed corporations with the assets of 2 trillion won or more and to prevent the illegal behaviors by the controlling shareholders.