이사의 보수제도에 관한 소고 -개별승인제와 보수환수제를 시야에 넣어-

Abstract

This paper reviewed the issues in the current interpretation of director compensation and the separate approval system and clawback policy, which have been actively discussed recently. The current director compensation system determines the total amount of compensation at the general shareholders’ meeting, and the compensation of individual directors is set by the board of directors or the CEO delegated by the board of directors. In the case of the total approval system, the details of compensation for each director are not important, so the proportion of fixed salary compensation paid according to position or seniority is inevitably higher than performance compensation proportional to management performance. If compensation is not linked to performance, it will be difficult for directors to have incentives for performance improvement. Therefore, it is inevitable to convert the compensation system of directors into a performance-linked compensation system that is linked to the individual achievements of directors. However, in this case, what should be noted is the legislative method. The company’s compensation system is bound to vary depending on the size of the company, industry, financial situation, and business situation, and the Commercial Act is a general law that applies to all companies, so it does not basically force the introduction of a specific compensation system or system (separate approval system, clawback policy). The details are as follows. First, it is the case of the introduction of an individual approval system. There can be two ways to do this. One is a direct method of determining compensation for each director by the general shareholders’ meeting or the company’s articles. Another is an indirect method of preparing standards for calculating compensation for individual directors and requiring them to be disclosed. In terms of securing the company’s discretion, it would be desirable to allow the company to choose between the two methods as necessary. Second, it is the introduction of a compensation clawbacks system. However, the judgment on whether to clawback compensation is an area of high-level management judgment, so even if it is introduced, it will not be introduced as a compulsory regulation. However, if excessive compensation is received through accounting fraud, it is necessary to force the compensation clawbacks. However, even in this case, legislation should not hinder the formation of best practices for the performance-linked compensation system.