2011년 개정상법상 집행임원의 법적 지위에 관한 비판적 검토

In 2011, the Ministry of Justice of Korea has made a Revised Bill of the Commercial Code to reform the corporate governance and to improve transparency in corporate management due to the fundamental bad influence of the board of directors. In this process, the Commercial Code amended 2011 has adopted executive officer as a new management system. Under the Commercial Code amended 2011, the executive officer shall be elected at a board of directors(§408-2(1)), provisions relating to mandates shall apply mutatis mutandis to the relationship between the company and the executive officer(§408-2(2)), the terms of office of executive officer may not exceed two years(§408-3(1)). A executive officer, however, may be dismissed from office at any time by a resolution at a board of directors(§408-2(3)). Under the Commercial Code amended 2011, a executive officer shall perform their duties faithfully for the good of the company in accordance with the relevant acts, subordinate statutes and the articles of incorporation(§408-9, §382-3), no executive officer shall, without the approval of the board of directors, effectuate for his own account or for the account of a third person any transaction which falls within the class of businesses of the company or become a member with unlimited liability or a director of any other company whose business purposes are the same as those of the company(§408-9, §397), a executive officer may effectuate a transaction with the company for his own account or for the account of a third person only if he has obtained the approval of the board of directors(§408-9, §398). There are, however, many legal problems of provisions relating to qualifications, election or dismissal, term of office and remuneration, authorities and liability of the executive officer. In this paper, thus, I have investigated the legal problems of provisions relating to qualifications, election or dismissal, term of office and remuneration, authorities and liability etc. of executive officer under the Commercial Code amended in 2011, and suggested the settlement methods of the problems.