상법상 상장회사법규의 개선방향

Rulesa on listed corporations in Korea exist in three kinds of law: "the Commercial Code Part Ⅲ (Corporations)", "the Financial Investment Services and Capital Market Act (Capital Market Act)" and "the Act on External Audit of Stock Companies". The Commercial Code provides mainly on corporate governance part of the listed corporations while the Capital Market Act has taken financial section of the listed corporations. This article reviews 11 provisions of the Commercial Code (from Article 542-2 to Article 542-12) that deal with corporate governance of the listed corporations. These provisions came from the now abolished Securities Exchange Act. This Act was substituted by the Capital Market Act in 2009. The 11 provisions on listed corporations were enacted so hurriedly without sincere consideration, and therefore they often rather hinder the growth and development of the listed corporations, although their original purpose is to strengthen competitiveness of corporations. The writer suggests reform of several provisions that do not conform with the global standard for the listed corporations. Especially the writer reviewed the qualifications of standing auditors and outside directors regarding election and dismissal of directors. Provisions on organization of audit committee are also need to be re-examined and substituted with another provisions.