일본 회사법상 지배구조개혁을 둘러싼 최근 동향 - 개정법상 사외이사설치의 의무화와 관련하여 -

During the 1990s in Japan, corporate governance drew people's attention due to frequent business corruption including bad bonds and accounting fraud caused by the collapse of the bubble economy and lax management. Later, advanced businesses started implementing measures such as restructuring board of directors or expansion of information disclosure. Then, corporate governance was organized in the 2000s by enacting regulations of listing standards under the corporate law or the Securities and Exchange Act. However the corporate governance is still be blamed by institutional investors home and abroad in that appropriate provisions regarding independent directors are not included in the related laws including the corporation law. Independent directors are effective in improving corporate governance and capital markets. In particular, making outside directors a legal duty of a listed company is necessary to attain the confidence of institutional investors, which is a majority opinion in Japan. After being enacted in 2005, Japanese corporation law was thoroughly revised in June, 2014 and it will be put into force on the first of April, 2015. Despite the thorough revision, independent directors are not compulsory but imposed as a duty depending how they are operated. In this regard, the current situation around independent directors and specific revisions will be investigated.