기업내부통제제도의 바람직한 입법방향

The internal control system in Korea is potentially lacking not only in unity and consistency but also in conformity among systems, which were caused by respective and gradual adoption of foreign legislative cases into the Commercial Law and various business laws such as the Capital Markets Act. In consideration of it, this study reviews the proper direction of legislation on the internal control system in light of the foreign legislative cases. The main features of an internal control system in Korea are as follows: 1) The implementation of an internal control system is mandatory under the law; 2)The internal control system applicable to all areas of corporate businesses is regulated under financial laws as special laws, not under the Commercial Law as general law; and 3)incentive program that can lead to the company’ active implementation of the internal control system is limited. This feature negatively affects the implementation of the internal control system tailored to the characteristics of the company, and it is difficult to bring out the company’s voluntary efforts as to the implementation of the internal control system. To solve this problem: 1)incentive program shall be adopted while the implementation of the internal control system is mandated by law; and 2)as to regulations on the internal control system, the Commercial Law shall provide more general provisions while business laws (financial laws) shall stipulate more specific ones. Furthermore, proper measures shall be taken into account in order to avoid potential conflicts of interests among different systems.