상법상 준법통제프로그램에 관한 실무적 쟁점 및 입법적 정비방안에 관한 고찰

Commercial Code's Compliance system for listed company that was enacted by a legislature on revised version of commercial law in 2011, has attracted attentions of academic and industrial circles. Compliance is a system of policies and controls that corporation adopt to deter violation of law and to assure external authorities that they are taking steps to deter violations of appliable laws, regulations, internal rules and codes of conduct. Korean listed corporations that the total assets was a five hundred billion won and over has to establish an effective corporate compliance program by assigning compliance officer and deciding the compliance standard, from 2014. This article said what a proper frame of compliance system in governance was and what the compliance standard was filled for operating an effective corporate compliance program. It is necessary for us to think about how many kinds legal issues for a first class compliance system. The Model Compliance Standard(MCS) was published by Korea Listed Companies Association in 2012 gave us lots of suggestions. This article explained the compliance requirements to better compliance program as a practical approach through studying the MCS. This paper argued that the compliance standards should be contained corporate ethics issues and performing independent tasks of compliance officers, evaluation system of compliance effectiveness, etc. This article was dealing heavily with respect to legislative improvements of korean corporate law's compliance program. Expansion of compliance officers’ eligibility and relationship of responsibility on compliance systems were proposed as the amendment of corporate law. Also, this paper said it was important for us to see ‘Internal Control Program’ on different types of our legislations in broad perspective for establishing macroscopic maintenance plan. I proposed desirable legislative maintenance plans that the Commercial Law(Corporate Code) had a basic provision of the Board’s role on internal control system and individual special regulations(for example, Acts related to finance) reflected their specific characters on internal control(or compliance) program. Academic circles and Government, Congress should think once again about their roles and responsibilities for aiding corporate culture that corporations would accept voluntarily effective internal control(compliance) program.