이사의 과다보수 환수방안에 관한 법적 연구

G20 summit meeting spotlight excessive compensation of board member and CEO of financial company. Trying to recoup any of these types of compensation, however, will create legal hurdles. Korean supreme court sentenced against recoup of compensation which is provided in article of incorporation or approved by shareholder meeting. In Disney, Delaware supreme court consider the board’s independent decision of the excessive compensation as business judgement. Legislative efforts to keep the FSB principles for sound compensation practice results into Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of United States as well as Korean Guidelines for Sound Compensation of Financial Companies. The author finds that the Korean claw back guidelines are well combined both of the equity based compensation and deferred compensation which also enables to long term corporate loss or profit. The author, therefore, insists the standard should apply not only financial companies but also listed non-financial companies. The reason is not because of that the Dodd Frank claw back provision applies all listed companies in the United States, but because of excessive compensation of board member of non-financial is far more serious than financial companies in Korea.