기업지배구조 개선을 위한 이사회 제도에 관한 고찰 - 미국제도 개선내용의 도입가능성 검토를 중심으로 -

The corporate governance has been the focus of controlling functions in organizations of a company such as board of directors, supervisory board, general meetings, etc. during the last decades. The prevalent method of rebuilding the corporate governance in many countries has been to enhance the ability of supervising the business in the company. Similarly, it has been needed to rebuild the system of the board of director, which held both the positions of decision-making and supervising in our country. The Sabanes-Oxley Act approved by the US Congress as a result of corporate governance and accounting scandals, and all three major exchanges-NYSE,NASDAQ, AMEX- in US amended their corporate governance listing requirements. Moreover, SEC's involvement in corporate governance has long been largely reactive and incremental. Since we have enhanced the corporate governance and transparency of capital market as modeling the corporate governance system in US, this study suggests the board of directors system should be changed to enhance corporate governance, comparable to that of the US system after the Sabanes-Oxley Act and amended regulations of the stock exchange. Both the boards and outsiders including shareholders and regulatory agencies have not been receiving full and accurate information about corporate finances. Board members' access to information and participation in the board is more likely to be effective if the board's chair and CEO are separate entities, and the board ultimately is responsible for reviewing the performance of CEO. However, it is difficult to do this if the CEO controls the operation of the board. Therefore, a majority or supermajority of the board should be composed of independent or nonmanagement directors, and the meaning of “independent” should be tightened.