日本의 株式會社의 內部統制시스템에 관한 法的考察

Abstract

In Japan, since 2000 corporations have greatly suffered damages because of illegal acts or misconduct of employees or the management. In result, much emphasis has been placed on establishment of effective internal control system from the perspectives of corporate governance structure. In the Daiwa Bank case of 2000, the Japanese court held that corporations should establish effective internal control system and, therefore, a director should have a duty to establish and monitor internal control system. As a result of the Daiwa Bank case, the Japanese Government tried to introduce internal control system. In Japan, Corporation Act was enacted and came into effect in 2006. Internal control system is introduced under Corporation Act and Regulation of Corporation Act contains detailed provisions of internal control system. Therefore, large corporations should establish internal control system by the resolution of the board of directors. A director has a duty of internal control in large corporations. In addition, in 2006 the Japanese Government enacted Financial Products Transaction Act that includes internal control related to a financial report in order to secure confidence of disclosure information in capital market. Furthermore, in 2004 Whistleblower Protection Act was made to improve compliance of corporations and to protect a whistleblower. In the context of the making of transparent corporate governance, it is necessary for corporations to reinforce and improve internal control system in case of Korea. In this connection, a deep study must be studied on the Japanese laws concerning internal control system.