이사의 의무와 이사회의 책무에 관한 OECD 기업지배구조 원칙과 상법 관련규정 비교연구

This article deals with comparative analyses of the OECD principles of corporate governance and the Korean systems of corporate governance, focusing on duties of director and functions of the board of directors. And this article gives some legislative opinions to improve the practices of corporate governance in Korea in relation to those issues. The OECD Principles were originally issued in 1999 and have since become the international benchmark for corporate governance, forming the basis for a number of reform initiatives, both by governments and the private sector. And the Principles were revised in 2004 to take into account new developments and concerns since 1999. The OECD Principles cover six key areas of corporate governance-ensuring the basis for an effective corporate governance; the rights of shareholders; the equitable treatment of shareholders; the role of stake-holders in corporate governance; disclosure and transparency; and the responsibilities of the board. Korea has had much concern about corporate governance since the 1997 financial crisis, and has undergone innovative changes of its corporate governance framework. The amendments of the Korean Corporation Law since the 1997 financial crisis have especially focused on reinforcing the accountability of directors, enhancing the competence of the board of directors, strengthening shareholder's rights, and protecting minority shareholders. Nevertheless, there remains not a few problems to be resolved for good practices of corporate governance. The Korean systems of corporate governance have no proper supervision to the management of controlling shareholders, and they do not take responsibility commensurate with their competence. The discussion on director's duty of loyalty needs to be extended to the conflicts between controlling shareholder and minority shareholders. Furthermore the functions of the board of directors should be reorganized to substantially improve governance structure of Korean companies.