개정상법 및 시행령상 기업지배구조변화에 관한 연구

The 2011 revised Commercial Act and its introduced an Enforcement Executive System and a Compliance Officer System to separate executive functions and supervising functions in order to improve the effectiveness and efficiency of business activities and decision making processes and to strengthen the law-abiding business managements. While there had often been disputes over the qualification of compliance officers and which companies should be subjected to the compliance officer system, the stipulated standard of KRW 500 billion, in the 2011 E, is deemed to be a reasonable standard which does not overburden the companies while its effectiveness is expected. Also, it is deemed appropriate to open the door to the applicants with working experience and abolish the requirement of the bachelor's degree in Jurisprudence. However, the problematic issues raised and discussed in this paper should be monitored and be subjected to improvements during the execution of the enforcement processes in the future. Also, it should be noted that, especially regarding the Compliance Officer System, as shown by the information sharing process within the Chinese Wall Policy, even in absence of a substantive enactment, the United States and other nations have established a near-ideal system through practical operation in their business practice. Therefore, errors intensifying the confusion by taking an indiscreet amendment process should be avoided and instead, a direction which decreases trials and errors through continuous monitoring process should be taken. Recently, a notice of legislative mandates for the proposed legislation regarding the financial corporate governance which strengthens the outside director system has been published. Also, the Ministry of Justice is expected to amend the commercial law to strengthen the outside director system. The Enforcement Executive System, Compliance Officer System, and Outside Director System are significant changes which have important bearing on the corporate governance. The economic circle, legal circle, and the government are expected to work in accord to reduce the distrust incurred in the past so as to improve the transparency and efficiency of corporate governance.