상법상 집행임원제도에 관한 연구

Before IMF foreign-exchange crisis in 1997, corporate governance of Korea was consisted of (representative) directors, board of directors, and auditor. However, after IMF foreign-exchange crisis in 1997, in purpose of improve transparency in (corporate) management, corporate governance was introduced outside(independent) director system and audit committee, similar to the corporate governance of USA(global standards). But because executive officer system was not introduced, corporate governance have been consisted of (representative) directors, board of directors, and auditor committee. Namely, board of directors in corporation has all authorization for executive of business, supervision of (representative) directors, and audit. Thus in purpose of improve corporate governance structure(p.ex.inependence and effectiveness of audit), ‘2011 Rivised Korean Commercial Code’ was introduced executive officer system. But, because corporation have corporation’s choice both company with executive officer and company with representative director, the purpose of introduction of executive officer system have been become colorless. Therefore, in order to improve corporate governance, the company with audit committee should have ‘executive officer system’ changed. Merely, the company with (full time) auditor should be able to choose ‘executive officer system’ and ‘representative director system’.