이사 선임방법의 쟁점과 과제 - 전자투표제, 집중투표제 및 감사위원 분리선임 -

Abstract

This paper analyzes the critical review on acceptance of electronic voting, cumulative voting system and separate election of member of audit committee in Korea. In Relation with a compulsory electronic voting system, it seems that reasonable separate measures by causes of low frequency of electronic voting should be required to make the best use of a shareholder's meeting for minor shareholders. Cumulative voting was introduced in the Commercial Code in 1998. At the time of the introduction of cumulative voting this topic was discussed among many scholars. Some scholars argued to accept cumulative voting mandatorily, and another scholar argued to accept it arbitrarily. After 15 years the mandatory enforcement of cumulative voting are discussed these days. But most of all, the introduction of cumulative voting is limited to 20 countries, including Korea, the United States, Japan, Russia, Taiwan and other countries. Russia, Mexico and Chile have adopted mandatory provisions only. We can not recognize as exemplary countries of cumulative voting system for Russia, Mexico and Chile. But cumulative voting will degrade the effectiveness of the management seriously. Therefore, it is the best way that the management decides if a company accepts the cumulative voting or not. The separate election of members of the Audit Committee is contained in the amendment of the Korean Commercial Code 2016. The amendment stipulates that when electing the members of the Audit committee, each major shareholders to elect a certain candidate they support as a director of the Audit Committee with ease, by proposing this candidate as the director who will become a member of the Audit Committee via shareholders' proposal. If you consider the fact which occurs inefficiency in the companies, the opinion of commercial revision committee should be withdrawn.