사외이사제도의 공과와 내용조정

Despite of 15 years experience of outside director system, it has not yet performed its desirable functions in our society. That is because outside directors have been actually nominated by controlling shareholders, although their main duty is to check out undesirable doings of the shareholders. In order to control management of major shareholders and CEO effectively,some of outside directors should be nominated by minor shareholders or labor unions, who have actual power to check out the doings of controlling shareholders or CEO. Cumulative voting in general meetings is good way for minor shareholders to nominate outside directors. However many korean scholars have opposed the compulsory cumulative voting, because most of American State Laws have abolished the compulsory voting. However the transparency of management in Korea is not ensured differently from the situation of American management. So the situation of America can not be justifiable basis to oppose the compulsory cumulative voting in Korea. In addition the officer system should also be compulsorily introduced in Korea in order to separate the executive organ from the auditing organ in company. Introduction of compulsory cumulative voting and officer system could give excessive burden to large business corporations. So the large corporations habing assets more than 2 trillion Korean won applying above 2 systems would have some alleviation in auditing committee and nominating committee. Meanwhile small and medium companies having assets amounting less than 100 billion won would be exempted from compulsory outside director system to protect their business activities.