사외이사제도에 관한 최근 논의와 그 개선방안

Recently Korean Business Association emphasized outside director is not proper in korean business practice and suggested to place it under the voluntary control of separate company in the newly drafted model company law. I do not agree the suggestion of the business association. The outside director system is the only measure to restraint enormous business power of representative director or governing stockholder (company owner). Without outside director system unrestricted power of the company owner could not be properly controlled. Without proper controlling system against business management the company will be an insolvent enterprise, as is the case of Toyota Motor Co. If Korean Business Association continuously asserts the invalidation of outside director system, the system should be strengthened instead of its abolition. If the regulation about ouside director system would be strengthened, the outside director could more easily control the power of business owner based on its guaranteed independence from the business owner. The strengthened measures about outside director are increase of number of ouside director, introduction of executive officer system and forced cumulative voting system etc. However the introduction of new regulation system about outside director could bring about excessive regulative control over business corporation. Excessive regulation against corporation could bring about another problem such as bankruptcy or insolvency. So it is better to introduce such regulations only in the large company in the first step, and enlarge the system in the next step.