상법상 주식회사의 사외이사제도에 관한 연구 - 상장회사 사외이사의 독립성 제고방안을 중심으로 -

Korea’s outside director system was introduced in 1998 and 18 years have passed since. But the evaluation of the outside director system’s establishment and system management is mostly negative. Many causes are pointed out as the problem of the current outside director system’s critical evaluation. Most of all, the lack of independence of the outside director can be seen as the core problem. Therefore, securing maximum independence of the outside director will be the shortcut to solve the problem of the outside director system and to maximize the efficiency of the system. The independence of outside director should be secured primarily from the electing stage. First of all, an independent person should be nominated as the outside director candidate, and electing process should have minimum influence from controlling shareholders or executives and be as objective and fair as it can be. And after being elected as the outside director, independent environment should be provided for conduction of business. Not only should the outside director easily acquire company information like financial documents, but also legal environment should be prepared for the company to actively provide ample information for the outside director. Also, the outside director can independently perform one’s duty as long as the director is freefrom layoff problem and position of the outside director is stably maintained. The perspective of the independence of the outside director is the most essential premise for securing effectiveness of the outside director system. However, improving outside director’s independence can not solve all problems. Therefore, effort is needed to grasp the outside director system generally and provide improvement plan to raise the effectiveness of the system and to establish it successfully.