미국 주요 기업의 지배구조 운용 현황 검토

A draft of a proposed Korean Commercial Code of 2013 included ① mandatory regulations of corporate executive officers system, ② phased obligation of the cumulative voting, when election of director, ③ separate election of the Audit Committee of the Board, ④ introduction of the electronic ballot system, ⑤ compulsory regulations of multiple derivative suits. As National Assembly passes the draft, significant changes of Korean corporate governance systems are expected. Korean corporate governance systems of corporate law have been seriously affected by U.S. systems. Thus, it is important to review for U.S. corporate governance regime and its present conditions of actual systems. This paper researched and surveyed for the current situation of the U.S. corporate governance system by giving specific examples, concretely, which is the systems of principal public held corporations such as Walmart, Exxon Mobil, Apple, JPMorgan & Chase, General Electric, Chevron, Berkshire Hathaway, AT&T, Ford Motor, and IBM. In conclusion, the time is not yet ripe for the mandatory regulations of corporate executive officers system, the obligation of the cumulative voting, and separate election of the Audit Committee members under the draft in view of facts that American corporate governance legal systems of actual examples give companies greater autonomy in their own systems. It is the time when we should study and ponder this trend of American legal system with great interest.