기업지배구조의 변화에 따른 이사회개선방안

Abstract

The Sabanes-Oxley Act was approved by the U.S Congress due to corporate governance abuses and accounting scandals which were shown by the big companies like Enron and WorldCom. Similarly the problem of corporate governance still exits in the Republic of Korea. The character of the corporate governance is not only the two-tier system like German's but also one-tier system like U.S.A.'s in the Republic of Korea. Especially the specific character of it is a compound of the two types. The common thing of rebuilding the corporate governance in many countries is enhancing the ability of supervising business in the company. Similarly it has been needed to rebuild the system of the board of director which was on both positions of decision-making and supervising in this country. More specifically, as the chairman of board of director and executive director are also the member of the board of director, it is very serious problem that the board of director has both rights of decision-making and general-supervising on the business of the company in accordance with commercial code in the Republic of Korea. Therefore this study focuses on the problems of corporate governance which has some defects and some kinds of solutions to enhance it. This study suggests the corporate governance should be changed to consolidate the ability of supervising business by separating that from the ability of executing business. Also another suggested thing on enhancing it is the system of outside-director should be improved to reinforce the ability of supervising business problems. So the system of executive officer which would take the authority on the general business process would be an efficient way to enhance it.