준법감시인의 편제와 보고체계에 관한 검토 －CEO(이사회), 감사위원회(상근감사), 내부회계관리자, 위험관리인과의 편제구조 검토－

Abstract

“What is the Best Practice of Organizational Governance for Compliance officers”The western financial institutions compliance officer’s main role is to be prepared for compliance failure risks, by assisting the CEO or the senior management. However, the Financial Investment Services and Capital Market Act stipulates that the compliance officer, who is actually appointed by the BOD with the CEO’s recommendation, is whom who reports to the fulltime auditor or the audit committee, therefore, bringing disorder to the entire compliance governance. In accordance, an inquiry which may seem to be very obvious begins. “Does the Standing Auditor or the Audit Committee should be the only organization body that needs to receive reporting?”In the western financial institutes, when arranging the compliance organization, reporting to the head directly or to the CRO, CLO, Auditor, Treasurer, security manager, or human resource manager has been an on-going discussion. If the compliance officer does not directly report to the CEO or the Board of Directors and if the related head of each departments must be reported prior to reporting to the CEO, the information will become second tier information. Discussion regarding compliance officer organization and compliance governance is important in creating an environment for effective operation in the perspective of regulation. Organization of compliance officer is the important factor of control circumstance that decides independency and expertise of compliance officer, which leads to a fundamental question: “How should organization be composed and to whom should the compliance officer report to produce the most desirable and effective result?”Compliance Officer appointed by board of directors can be divided into four main division which have registered director or executive directives as the highest ranking position: ① Direct organization of CEO, ② Direct organization of full-time auditor (or audit committee), ③ Direct organization of internal accounting manager, ④ Direct organization of CRO. In this study, 4 different organization structures have been legally and practically evaluated. Pros and cons of each organization structure have been evaluated. Through the evaluation, problems and potential amendment needed to the compliance organization have been stated. In conclusion, rather than creating regulations regarding the compliance organization and compliance governance should be managed by each entity in regards to their distinct characteristics.