주식회사의 지배구조

Abstract

The Korean Pre-Stock Exchange Act after IMF economy crisis adopted mandatory outside(independent) directors system in listed stock corporations and mandatory audit committee system in large size listed stock corporation, but did not accept executive officer system which has close relation with outside directors system and audit committee system. Therefore, new adopted outside directors system and audit committee system did not work better than former systems(board of directors’ system and auditor system). In other words, executive function and supervisory function in big corporations absolutely should be separate in order to increase both the effect of supervisory function of board of directors with outside directors and the effect of audit function of audit committee which is one of the committees under board of directors. 2008 Government Amendment Draft of Korean Commercial Code provides for medium or large size stock corporations to adopt executive officer system voluntarily, but I recommend the amendments about executive officer system of Korean Commercial Code as follows : (1) Large size stock corporations mandatorily should adopt executive officer system, because the board of directors of such corporations is composed of a majority outside directors and has priority function in the supervision of executive organ(executive officers). (2) Medium size stock corporations in principle voluntarily can adopt executive officer system. But medium size stock corporations whose board of directors is composed of a majority outside directors, mandatorily should adopt executive officer system in the same way as the large size stock corporations. If the medium size stock corporations adopt executive officer system, they should constitute audit committee as audit organ. On the contrary, if the medium size stock corporations do not adopt executive officer system, they should constitute auditor as audit organ.