상법상 준법지원제도의 과제 및 활용방안

Administrative authorities have prepared variety administrative regulations for achievement the goal of acts and overcoming problems of an enterprise's unlawful act. However It is ineffective to deterrence role to an enterprise's unlawful act, because corporation have been observed the regulations on it's own initiative. Compliance Program lead that corporation observe law voluntarily. Therefore, the revised Commercial Act have been imposed the compliance program in 2011. A listed company determined by Presidential Decree in light of the scale of assets, etc. shall establish guidelines and procedures that their employees and directors must observe in order to abide by Acts and subordinate statutes and make their management appropriate when the employees and directors perform their duties. This company shall have one or more compliance officer responsible for the work on abiding by the compliance guidelines. In order to appoint and remove a compliance officer, a listed company shall obtain a resolution of the board of directors. A compliance officer shall be appointed among the following persons: ① a person qualified as an attorney at law, ② a person who is or was in a position of an assistant professor of higher teaching law at a school, ③ other persons with considerable knowledge and experience in law, who are determined by Presidential Decree. However compliance program has many problems, because an ambiguous duties and rights of the compliance officer. In this article, with these issues in mind, I would like to explore problems of duty of care and responsibility of compliance officer.