주식회사 회계감사권의 분배질서조정과 그 실효성 확보방안

The internal auditor and audit committee have been equally treated as the corporate organs with powers to conduct performance and accounting audit against executive directors in the Commercial Act. But, it has been criticized that such organs' accounting audit is significantly depart from it's own independence and effectiveness in the real corporate auditing practices. Basically, in the perspectives of the corporate power distribution, there seem to be conceivable reasons open to such a criticism in that the audit committee is treated same as the internal auditor in exerting power of accounting audit, even though the committee is derived from the board of directors, and also the power and functions among the auditor, the audit committee and the internal controller under the Commercial Act etc. are being exercised in a state of confusion and vagueness in the real auditing practices. This paper asserts that a power of accounting audit should be redistributed only to the internal auditor, and independent effectiveness of the accounting audit should be legally assured by way of reforming current corporate power distribution system. For accomplishing it, some foreign legal systems such as the U.S, the U.K, Germany, French and Japan, in which the system is individually different, are comparatively reviewed on the basis of the redistribution of the power of the accounting audit between the internal auditor and the audit committee. This paper gets some important legal implications from the U.K and French Corporate Law in that internal auditor or external auditor(commissaire) is necessarily required as an exclusive corporate organ with accounting auditing power, no matter what the audit committee has been really comprised in the listed or unlisted company. In conclusion, this paper suggests some legislative recommendations for assuring effectiveness of accounting audit in the Commercial Act. First, the internal auditor should be legally treated as an executive independent accounting auditing organ and be mandatorily comprised in general. Second, the systems between the internal auditor and the external auditor(certified public accountant) should be operated in a harmonized and cooperative way, and also the internal control and accounting audit system should be mutually liased for enhancing their practical effectiveness. Third, full-time employment of the accounting auditor including the executive member of audit committee should be mandated.