經營執行機能 關聯 商法改正案의 主要內容 및 向後課題

In the amendment of the Korean Corporate Law, the definition of the outside directors, limitation of the liability of the director and officer try to be introduced. The outside director has been introduced to improve the manager-monitoring capability of corporate boards of directors since the financial and currency crisis in Korea. But there are several problem concerning the outside director in Korea. The most important thing is the independence of the outside director. The primary purpose of this study is to explain the contents of amendment of corporate law concerning the outside director and officer. The definition, qualifications, authority, duties, liabilities of officer and the definition of outside director are prescribed in the amendment of corporate law. The secondary purpose is to explain the problems to be solved in concerned with the outside director and officer. First, it is necessary to reenforce the supervisory role of the board of director. In Korea the roles of corporate boards in corporation have been changed and the outside directors, and audit committee have been introduced, finding out the necessity to pay attention to the independence of outside directors from the management. Second, it should be mandated to introduce the officer in large publicly held corporation if outside directors and audit committee should be introduced. De facto officer would be selected under the bylaws or a resolution of the board of directors in many publicly held corporation if the corporation may have officer under the amendment of corporate law. Third, The business judgment rule is a helpful description of a basic principle applicable to business decisions by boards of directors. By the application of that rule, the decisions made by the board of directors upon reasonable information and with some rationality do not give rise to directorial liability for many types of actions that turn out badly from the standpoint of the corporation. But the business judgment rule is not introduced in the corporate law. A lot of Korean corporations tries to be globalized in many aspects. Their management have discretionary authority in conducting domestic as well as international business. I think it is required to protect the management by the business judgment rule.