社外理事制度의 改善方案에 관한 硏究

Abstract

The outside director system is a system introduced to improve the inefficient and opaque corporate governance after the financial crisis at the end of 1997. Since then, about 20 years later, efforts have been continuing to improve the legal system, but it has not been evaluated as successful. This phenomenon appears in the operational status of the investigation into the outside directors and there is still a room for improvement in terms of legislation. Thus, an empirical, systematic study is required to improve it. The purpose of this paper is to analyze and evaluate how the outside directors system is operating in a publicly listed company by examining whether the purpose and function of the legislation related to the outside directors is being carried out in accordance with its purpose at present. First, the Commercial Law and the Capital Markets Act dictate the scope of major shareholders, and the concept of the largest shareholder and its related parties is different from each other in more than 50 laws. Second, when the members of the Audit Committee are elected as outside directors and auditors who are not outside directors, there is a difference in the requirements of the resolutions. The Commercial Act prescribes them as a collective election system. It is necessary to improve this. Third, when appointing outside auditors, the voting rights are restricted for shares exceeding 3%, and it is necessary to amend the Commercial Code so as to apply the same when it is dismissed. Fourth, it is necessary to specify the right of the outside directors to access the management information of the company, and to establish a dedicated business support organization for outside directors. Fifth, it is desirable to limit the number of CEOs and board of directors to limit the information imbalance between executives and the board of directors, and to separate the CEO from the board of directors. Sixth, in large listed companies with assets more than 2 trillion won, a minimum of one or more candidates for outside directors should be recommended in the outside director pool, Thus, there is a need to diversify the configuration and operation of the outside director candidate recommendation committee. To carry out the proper functions and roles in terms of the outside director system, it is important to reasonably improve the institutional aspects and the issues in operational aspects to be settled with as an effective institution.