이사의 내부통제시스템의 구축책임과 현상에 관한 연구

According to the corporate law, obligation to organize internal control system needs to be dealt with as part of directors' fiduciary duty. Organizing, here, means not just to prescribe but also administer the system. Directors and a company are in a fiduciary relationship and so the directors carry the fiduciary duty in which they deal with entrusted work with the utmost care. Directors have an obligation to maintain the internal monitoring system as part of the duties, and its contents vary depending on director's position, corporate size and organizational structure. First of all, the CEO has responsibility for organizing and administering the internal control system as the execution of his job duty and the other directors carry the duty to observe if the CEO carry out his duty appropriately. In case of a large company, the directors (or the board of directors) have responsibility to make decisions about the internal monitoring system. However it makes more sense nowadays that every company needs to establish an appropriate monitoring system regardless of its size according to the global economic development. The corporate law and its implementation rules prescribe the internal monitoring system and the directors' duty. However the directors' duty doesn't only limit to the related laws. The internal monitoring system should actually function and the directors should build specific monitoring system and risk management system as part of the fiduciary duty. This duty allows directors to go beyond the laws in order to organize and administer an appropriate monitoring system depending on the firm size, its business category and financial situation.