2011년 개정상법에 따른 준법경영제도 발전방향 -집행임원 및 준법지원인을 중심으로-

Korean 2011 amendment corporation law adopted newly optional executive officer system in stock corporations and compulsory compliance officer system in some listed stock corporations. 1. I propose that large-sized stock corporation should adopt executive officer system, because such big size stock corporations have to appoint a majority outside(independent) directors in a board of directors and have to establish audit committee in a board of directors. I also propose that audit committee system should be available to only stock corporations which adopted executive officer system. As audit committee members should be appointed and dismissed by a board of directors, the provision on the appointment and the dismissal of audit committee members in a shareholders’ meeting(korean Commercial Code Art. 542-12) should be deleted. Medium-sized stock corporation can adopt voluntarily executive officer system by Korean 2011 Amendment Corporation Law. But in case that such medium-sized stock corporation has a majority outside(independent) directors in a board of directors, such corporation also has to adopt executive officer system and audit committee system. 2. The provisions on compliance officer in Korean 2011 Amendment Corporation Law have many problems. I propose that the qualification of a compliance officer should be supplemented, the liability of a compliance officer should be stipulated and so on.