기업지배구조의 획일화 - 집행임원제도의 도입의무화에 관한 상법개정안을 보고 -

The executive officer system has been introduced by the Commercial Law revised in 2011. This system has several characteristics, as follows. First, whether to implement the system depends on the company’s discretion. Second, the executive officer is responsible for the business execution, and the board of directors has the authority to elect and discharge of the executive officer, and to supervise their business execution as well. Therefore, for a company having the executive officer system, the executive officer is responsible for running the company, and the board of directors mainly takes a role of supervisory function. Recently there is a trend to mandate the executive officer system to be implemented to listed companies. This article is a study that the mandatory implementation of the executive officer system by law is not recommendable because: 1)the executive officer system, as a typical business execution body, has not been mandatorily implemented by law in the United States or Japan; 2)considering complexity and diversity of business execution, it is highly recommended to give discretion to companies as to its implementation. The board of directors of listed companies in Korea mainly consists of outside directors. If the implementation of executive officer system is mandated by law, the outside directors will eventually elect the executive officers responsible for running the company. Accordingly, apart from quasi-public finance institutions such as banks, it is not proper to require by law that outside directors appoint the executive officer even for private companies.