상법상 주식회사의 집행임원제 도입에 관한 연구 - 특히 실증적 조사에 관한 검토의견의 부가

Abstract

The enactment of corporation’s officer system in the Commercial Act was comprised in the plan of the Justice Department’s Commercial Act Revising Committee in 2006. This is related with the Corporate Governance Reformation. But I think Korean political, economical and cultural situations are not quite the same as those of the U.S.A. and Japan, which we should take into account in the company’s officer system. When we discuss the Corporate Governance, there are two points of view. They are Company-Clarity asserting point and Company- Efficiency asserting point. Granting that both points are related with the Corporate Governance, their essentials are quite different each other. The former has proposed the enactment of the officer system in the Commercial Act. The actual officer system being practiced in Korea is said not to have the legal basis, so some people say the system’s establishment in the Act is needed. Thinking that Japanese officer system aims at the company’s efficiency as much as the transparency, our trying of enacting the officer system has been designed at the former point of view in special. If the officer system will be legislated in the Commercial Act, the self-determined and self-regulated officer method by the articles in the corporations would be outlawed. Calling upon the discreet attempt to enact, I have made surveys of the officer system including questionnaires and interviews with some college students and enterprisers. During these surveys, they has divided their own actual experiences with me, this has given me a nice idea about my project regarding this thesis. I think of myself second to none in believing that the Confucianism-based management of our companies should be changed as soon as possible. However, it should follow the social-cultural reformation in our society by the education of the people. If we ignores the major reason of our Corporate Governance, we may experience trial and error in vain or lose good chances in front of us. Moreover, the jurisprudence of the business is to be interested in the corporation’s establishment, investment, gains and consequential contribution to the national economical product(ideology of the supporting the Corporation). This should be reflected to the discussing of the Corporate Governance. Important as the freedom of the enterprise is, the corporations themselves should have the option regarding their own organ’s form. In natural science, a man’s physical energy and passionate emotion is regarded as very individual(independent to other physical body). If it is true, we should take into consideration it in the viewpoints of enterprise(enterpriser) and the related legislation as well. If we accept the Rheinland(German) Model in the Corporate Governance, we are probably to undergo their past fails. The bill of the Department of Justice about the corporation’s office system is far from global standard, for it does not think highly of the self-determination of Korean corporations according to such standard. The strict liability of the officer is programmed in the bill, which the officer himself should bear to the corporation or the other party he has dealt with. So I prospect the officers as enacted according to the bill may stick to the short-term success and passive working. Anyway, I hope our future’s enactments would be advanced aiming at the maintaining the enterpriser’s innovative mind which have been Korean enterprisers’ merit for long during the development of our economy.