회사지배체제와 이사회규제의 전개방향

The board of director system of the modern company has the important position in corporate governance. The board of director passes over his position as the management agency to a corporate management and is evolving into the supervisory agency. The progressive path of the board of director as the management supervisory agency can be approached to two ways based on the relation of the management execution agency; how to structure and how to compose. In the structure problem of the board of director, United States, Germany and France has the different system and development as method of each one. Relating with the reform of the corporate governance, the one board system of the United States is preferred internationally and our country is not the exception. It can be trust that the one board system warrants the management effectiveness which is necessary to the modern enterprise, because the management execution and the management supervisory are combined in organically. In the composition problem of board of director , there are also two approaches of shareholder representative and stakeholder representative related with the essence of the company and to the goal of the board of director. Currently the shareholder capitalism of the United States is exercising influence strongly and the system of the outsider director of a shareholder representative is expanded with the international to include our country. However the board of director system of the United States which considers management effectiveness and shareholder value is embodying the crisis. There are not the experiential cases which the American system of the board of director has increased the profitability of the enterprise, and it apprears from international market that enormous enterprises of the United States is being weakened.