우리 상법상 주식회사 지배구조에 관한 규정의 문제점과 개선방안

Abstract

Ⅰ. The provisions of corporate governance structure of stock companies under Korean Commercial Code(hereinafter referred as ‘KCC’), to say with a word, have no unity and no logicality. Therefore, the functions of the supervion and the audit to the executive organs of stock companies do not work and they bring about many big problems. II. I propose several plans to solve these problems. 1. Short-Term Plans (1) A big listed company should mandatorily adopt the executive officer system(KCC art. 408-2〜408-9) which are seperated from the board of directors. (2) The members of audit committee should be appointed and removed by not the shareholders’ meeting but the (supervisory) board of directors. And all members of the audit committee should be outside(independent) directors for more effective audit to executive organ(KCC art. 393-2 ② Nr.3). For this purpose, KCC article 542-12(exept the regulation of the auditor) should be deleted. (3) Other companies exept big companies can adopt the executive officer system by their choices. If they choose KCC executive officers, the board of directors should be composed of the same outside(independent) directors as those of big companies, and they should also adopt the same audit committees as those of big companies. If they do not choose KCC executive officers, they should adopt as audit organ not the audit committees but the auditors, because the audit committee system is the system on the condition of supervisory board of directors with KCC executive officers. 2. Medium or Long Term Plans (1) All stock companies should adopt KCC executive officers. Therefore, current KCC provisions on the executive board of directors(KCC art. 393) and the representative director(KCC art. 389) should be deleted. (2) As the audit organ to the executive organ, the audit committee system should be unified. So, current provisions on the auditor(KCC art. 409 followings) should be deleted.