집행임원제도에 관한 재조명 -2008년 상법개정안을 중심으로-

Abstract

This paper outlines the Executive Committee system in general, the pros and cons of introducing such system, and also discusses the proposed legislative scheme to introduce same as an amendment to the Korean Commercial Code (the “KCC”). Since the IMF crisis, the overriding consensus in Korea has been that the country’s corporate governance structure should be restructured and brought into conformity with the global standards. Such consensus brought about the introduction of the outside director and audit committee requirements and also served as the impetus for introducing the executive committee. On October 21, 2008, the Minister of Justice submitted a proposal to the National Assembly, detailing the legal framework for establishing the Executive Committee system and pertinent requirements. This proposal was submitted together with rules pertaining to setting up a new type of company, no-par stock, diversification of class shares, etc. Some opponents of the proposed amendment have opined that it may be more desirable to allow the companies to decide for themselves whether such position has to exist within in their structure, and, if deemed necessary, to set forth in detail the rights and duties of executive officers in the articles of incorporation, instead of making the executive committee a mandatory requirement. In addition, they have criticized the administration for moving too hastilyon this, and admonished that the adoption of this system together with numerous new provisions related to governance structure (e.g. outside director and audit committee systems) may prove to be too burdensome for businesses as well as the administration. Notwithstanding these criticisms, it appears that the adoption of the Executive Committee system is likely to improve and bring about transparency to corporate governance, because there would a clear division between the management supervision function and the operational function. Moreover, in order to properly establish corporate management responsibilities, it will becritical to delineate legal guidelines that will be applied by the Executive Committee. A proper execution of the Executive Committee system would also prove to be beneficial to the company as well as to its shareholders, as such system would encourage the executive officers’ creativity and revitalize investment in the company. In this regards,this 2008 bill proposed by the Ministry of Justice to amend the KCC-which represented a comprehensive effort to reflect a wide range of suggestions for the revision to the KCC-may be credited as having suggested a desirable direction for moving forward with further improvement in the corporate governance area.