상법상 집행임원제도의 지배구조적 문제점과 개선방안

Abstract

In 2011, Korean Corporate Governance System adopted an Executive Officer’s System by revising Korean Commercial Code(hereinafter ‘KCC’) in order to improve corporate governance system of Korean companies. Through this legal changes, we have expected more developed corporate governance system by strengthening board of directors’(hereinafter ‘BOD’) monitoring function to managements. However, since corporations were endowed the discretion whether to adopt this system, there has been few companies which adopted the executive officer system until now. In 2013, the Ministry of Justice announced a revised version of KCC I which compelled listed companies with assets of 2 trillion won or more to adopt an executive officer system, but this bill could not be passed. Apparently an executive officer system can contribute to fix several problems inherent in current corporate governance of Korean companies. Despite its effectiveness and usefulness, the executive officer system under KCC has a few systemic shortcomings. First, KCC does not compel its adoption to companies. Second, we can find out the conflict of monitoring function to executive officers under current executive officer system between BOD and Auditor or Audit Committee. Third, there is no restriction on holding concurrently with director and executive officer. Finally, there is also no legal definition of executive officer under KCC. In order to remedy these problems, I suggested the revision of KCC relevant provisions in order for current executive officer system to effectively function toward finally improving corporate governance of Korean companies.