상법상 집행임원 보수결정절차에 관한 비판적 소고

Executive compensation has long been a source of controversy, and in recent years, some critics attributed recent financial crisis in the U.S. to executive compensation. Through the recent 2011 revision of the Korean Commercial Code(‘KCC’), the executive officer system eventually has been adopted in Korean corporate legal regime. From this adoption, the authority and liability of the executive officer, which was not established on the legal basis until recently, has been legally regulated on the clear legal grounds. Considering the importance of executive compensation system under the corporate governance regime, the provision regarding executive compensation decision process should be revised toward shifting the decision power from board of directors to shareholder, as like the provision section 388 which provide the shareholder meeting with the authority to decide director’s compensation. The debate on executives’ over-compensation and the problem inherent in the decision-making process, as well as the lack of board’s accountability on shareholder in United States over the past two decades finally make the U.S. to adopt Dodd-Frank Act, in which provide shareholders to intervene the compensatio decision making process in the manner of non-binding shareholder approval on the compensation plan. In this perspective, this paper propose the section408-2(3)(6) of KCC, which promulgates board of director’s authority to decide executive officer’s compensation, need to be removed. Instead, the shareholder meeting has to decide the personal executive’s detailed compensation such as director’s compensation.