상법상 상장회사 특례규정에 대한 연구

The special provisions with relation to the listed corporations have been introduced in corporate law since repealing the former securities exchange act in 2009. Futhermore, compliance control system and compliance officer were newly introduced in the amendment of corporate law in 2012. There are some problems of the special provisions with relation to the listed corporations which are inconsistent with the existing corporate law scheme to be revised. The special provisions of corporate law and its enforcement decree with ralation to the listed corporation use the various standards about the corporate governance, thereby causing some confusion. For example, the compliance officer is charged with the establishment of compliance system for compliance with corporate laws and legal rules. In order to be provided for an effective and efficient operation of the compliance program, some of the misunderstanding and confusion on the real function of compliance officer must be removed. It is necessary to make a distinction between the role of audit committee (or auditor) and that of compliance officer. This article analyses the problems on the stock option, shareholders' general meeting and cumulative voting system, outside director, the election of full-time auditor and audit committee, compliance officer and internal control system and proposes the amendments. It should be mandated to introduce the officer in the large listed corporations if the outside directors and audit committee should be introduced. De facto officer would be selected under the bylaws or a resolution of the board of directors in many listed corporations if the corporation may have officer under the amendment of corporate law.