라오스기업법상 회사기관구조

Abstract

The purpose of this paper is to comparatively analyze the corporate governance of Laos by introducing its legislation history, describing the characteristics of corporate legislation and their various forms, and legally-appraising the country’s institution structure, through which it can help Korean industries actively lead their businesses in Laos. In 1991, Laos introduced market economy and since then, its Business law has been heavily affected by the initial legal and economical reformation of China and Vietnam by accepting western institutional structure in 1994. And in 2005, the country enacted new Enterprise Law by adding some elements of market economy. One problem of the legislation through general meeting is the fact that the meeting has been emasculated due to its stringent requirements on convening, resolution, the exercise of shareholder rights, etc. Also, the board of directors is powerless and there is no systemicity and consistency on the person eligible to convene the board, condition of convocation, method of resolution, and quorum. So far as the consistency is maintained, it shows an unusual legislation system that the board of directors has the appointment right of directors. The board grants the executive and representative power to each director and it possesses authority of the roles as the central tower and supervisor. Lastly, as to the audit law, a qualified stockholder as well as the general meeting and board of directors can ask the court to appoint a person as an auditor. In principle, the auditor has the right of accounting audit except the state-owned companies where auditors can oversee general meeting, through which it tries to enhance sustainability of the audit. Therefore, the corporate legislation of Laos needs some reforms to be suitable for global corporate governance standard and to secure its transparency and democracy on the company operation.