독일법상의 이사보수의 감액권에 관한 연구

It is a global trend for companies to offer lucrative salaries in order to recruit outstanding management as a method to gain competitiveness. However, this phenomenon is being criticized because of the frequent occurrence of instances, domestically and abroad, providing lucrative salaries to directors regardless of their management performance. Thus, there is a need to link the salary to management and work performance in order to effectively supervise the management in large publicly-held corporations. Germany has substantively enacted a provision stipulating that, "The salary of directors cannot exceed the customary level without a particular basis, and the salary of directors may be reduced if the situation of a company deteriorates.” However, there is concern that reduction of directors’ salaries may cause the side effect of decreasing the activeness of directors that is necessary in innovation. Having no substantive enactment as Germany, two perspectives are prevalent in Korea as constructive matters. One perspective holds the view that “because a specifically determined salary amount is a contract between a company and director, companies cannot unilaterally reduce the salary of directors,” and the other holds the view that, “if the duty of a director changes, salary amount can be changed accordingly as a customary matter, thus, the company may reduce the salary of directors.”Legislative enactments are required to allow the reduction of directors’ salaries if the salary amount is determined to be excessive after considering the situation and work performance of a company, in order to maintain an adequate salary level of directors in Korea. In Germany, a supervisory board that has the right to determine the salary of directors also has the right to reduce salaries. Korean Commercial Law only provides that the total amount of directors’ salaries be determined in the articles of association or by a resolution at the general shareholders’ meeting. Thus, the board of directors takes the role of determining and executing matters relating to the salary of individual directors in practice. If the board of directors, which determines the salary of individual directors, also has the salary-reduction right, rational decision-making may be hindered due to peer pressure from colleagues. Therefore, a cautious review is required for designating an agent to exercising the salary-reduction right.