2009년 改正商法中 上場會社에 대한 特例規定에 관한 意見

Abstract

The special provisions on listed stock corporations follow in principle those of the pre-Stock Exchange Act. But the special provisions have many problems as follows: 1. The provision on appointment and removal of audit committee members(Art. 542-12) is against the universal fundamental principles of corporate governance. 2. The provisions on exclusion of cumulative voting system(Art. 542-7) and on appointment and removal of audit committee members(Art. 542-12 Para. 3~4) are against the principle of equality of shareholder without resonable ground. 3. The provisions on the mandatory appointment of outside(independent) directors(Art. 542-8) and on the mandatory establishment of audit committee should have connection with executive officer system(especially in large size stock corporation). In other worlds, the mandatory appointment of outside(independent) directors and the mandatory establishment of audit committee premise that the executive officer system should be adopted mandatorily. 4. The provision on the disclosure of outside(independent) director's activities etc.(Art. 542-4 Para. 3) should be deleted. Because such provision is against the director's personal privacy. 5. The provision on minor shareholder's right(Art. 542-6) is very complicated and is requested to be simplified.