2020년 개정상법상 감사기관에 관한 개정내용 검토

Abstract

A stock company has a variety of institutions divided by function, and the characteristic is that directors who have a status independent from shareholders, who are investors, constitute the management organization. Therefore, in order for shareholders who are marginalized from management to protect themselves, appropriate control mechanisms for directors are needed. Thus, the Commercial Act established a specialized monitoring body such as an audit (or audit committee) to supervise the day-to-day performance of directors, and strengthened the independence and authority of the audit organization. Nevertheless, as various problems continue to arise, the Commercial Act revised in 2020 revised some regulations to effectively secure the independence of auditors and to reasonably resolve controversies related to the appointment and dismissal of auditors. Was newly established. However, it is still controversial and requires an in-depth review. First, in the case of the revised contents of the audit: 1) As the disclosure matters of the audit candidate, there are deficiencies in the case of the fact that they received a disposition for arrears under the National Tax Collection Act, etc. 2) The reasons for restriction of employment, etc. stipulated in the law may cause confusion in practice due to unclear reasons for disqualification. 3) In the reasons for disqualification of the full-time audit, the largest shareholder and his special relationship are omitted. 4) It is not desirable for the company to reduce the quorum of voting rights necessary for the appointment of auditors to a majority of the voting rights present because the company conducts electronic voting. 5) This is because, in the case of unlisted companies, the voting rights of the majority shareholder are not limited when dismissing the auditor. Next, in the case of amendments to the Audit Committee: 1) In relation to the reason for disqualification of the outside director, which is the core of the audit committee, extending the cooling period from 2 years to 3 years has practically no effect on securing the independence of the audit committee. 2) Limiting the total tenure of outside directors to 9 years is not only an obstacle to training professional outside directors, but also can infringe on the freedom of career choice. 3) It is not reasonable to apply the separate election method to only one or more of the audit committee members. 4) It is not desirable to discriminate against the restrictions on voting rights for each type of major shareholder in dismissal of audit committee members elected by the collective election method and audit committee members elected by the separate election method. 5) In dismissal, it is not advisable to discriminate against the restriction of voting rights according to whether the company is listed, or whether the company is listed, or whether the company is listed as an audit committee member who is an outside director, an audit committee member who is not an outside director. Therefore, legislative supplementation through re-examination is necessary, in this process, it is necessary to establish a variety of audit systems in the commercial Act, and to ensure the company's autonomous choice regarding the audit system.