사외이사제도의 문제점과 개선방안

Approximately ten years have passed since the introduction of the outside director system in Korea, which was implemented in accordance with the recommendations of the IMF in 1997. The outside director system is an institutional device for establishing transparency, responsibility and the healthy management of corporations. The purpose of the outside director system is to facilitate transparency in the decision-making processes by a corporation’s management by the appointment of an independent outside director to the corporation’s board of directors, and to improve effectiveness of corporate management by strengthening the supervisory and oversight functions of the board. However, there has been criticism of the outside director system in Korea, on the basis that it does not effectively perform the supervisory and control functions with respect to a corporation’s senior officers, which is not consistent with the original intent of the system. In this thesis, I will first outline the concept, background and intended functions of an outside director system, discuss the status of outside director systems in other advanced countries, and then discuss relevant issues in respect of the practical operation of the current outside director system in Korea. Thereafter, I will recommend solutions relating to the relevant issues raised thereby. As of now, the outside director system is the global standard. Corporations should acknowledge outside directors as health inspectors who play a beneficial role. Moreover, competent outside directors will increase a corporation’s competitiveness and, thus, contribute to a corporation’s development and growth.