금융기관 지배구조의 개선방안

1. As Korean financial institutions (especially banks, big insurance companies and financial investment institutions, hereinafter referred to as“big financial institutions”) did not adopt executive officer system, but introduced the systems of outside directors and audit committees after IMF economic regime from the year of 1998, the corporate governance of big financial institutions not only dose not harmonize with global standard of corporate governance but also got worse than the corporate governance before the amendment in IMF economic regime (namely, such amendment strengthened emperor management on the contrary). 2. Big financial institutions should adopt executive officers system under Korean Commercial Code (hereinafter referred to as“Code”) §§ 408-2∼408-9. The distinct separation of executive organ from supervisory board of directors in big financial institutions will be absolutely required in order to prevent the abuse of representative director’s power of big financial institutions under the present financial laws. 3. Big financial institutions with executive officers under Code §§ 408-2 ∼ 408-9 should have audit committee as one of committees under board of directors (Code § 383-2). The members of audit committee should be appointed and removed by not shareholders’meeting but board of directors (Code § 383-2 ② 3). For this purpose, the present financial laws should be revised. 4. Other financial institutions without executive officers except big financial institutions should have auditors instead of audit committees. Compulsory outside directors system to such financial institutions under financial laws should be abolished.