기업지배구조의 공정성 제고에 관한 연구 - 준법통제 및 준법지원인제도를 중심으로 -

Transparency of Corporate Management can be achieved by optimization of checks and balances related to Corporate Governance, financial position, operating performance and fair public announcement of information of Business Management. Therefore, the improvement of fairness of Corporate Governance and transparency of Corporate Management became new ‘Business Paradigm.'In order to improve fairness of Corporate Governance, there have been introduction of Outside Director System and enforcement of Audit and Auditing Committee System. Also, Executive Officer System and Compliance Support System were introduced in the 2011 revised Commercial Act. It is predicted that, besides introducing of those individual systems, the application of integrated approach method which can take a view of whole Compliance Governance will improve the effectiveness. Compliance Support System is a controversial system in the economic world in terms of compulsory system which must be in listed companies beyond a certain size. In this sense, contrary to other countries’ Legislative system which is operated in random, ‘Compliance control and Compliance Support System’ of revised Commercial Act is the first compulsory system in Korea. In order to establish this system successfully, it takes a lot of efforts. Thus, the purpose of this study is to analyze the legal problems and suggest improvements in order to settle Compliance Control and Compliance Support System and set a foundation of effective operations. Today importance and necessity of Compliance Management for fairness improvement of Corporate Governance are legal problems. On the basis of the standards of Compliance Control and Compliance Support System of the revised Commercial Act (2011.4.14), Commercial Enforcement Ordinance (2012.4.15) has gone into effect. In order to become an effective system, there are several suggestions. First, it is necessary to have balance and harmony of internal control system of each laws including Compliance Control System related to Commercial Act. Second, with reference to restriction of business which is a concurrent office problem of Compliance Support System of Article 42 of Commercial Enforcement Ordinance Act, some part of ‘Business-related task’ can be abstract. Therefore, its supplementation is needed. Third, the government should work on not only the legislative sanction but also incentive for the companies which are applied by mandatory Compliance Support System to observe this system better. If Compliance Control and Compliance Support System related to Commercial Act as a system which contributes to Compliance Management of Business is operated stably, it might go a long way towards fairness of Corporate Governance. And also, voluntary participation of companies which are not included the mandatory company can be expected.