상법상 감사제도 개선방향에 관한 연구

How to enhance the management oversight system is one of important on-going issues in Korea because major corporate scandals relating to the corporate governance have been continuously exposed in Korea. Most of Korean companies, listed or not, has controlling share holders and the controlling shareholders who manage the companies as directors or other capacities. In this circumstances, the corporate management oversight organ (statutory internal auditor and audit committee) needs to be independent from the controlling shareholders. However under the current Korean Commercial Code the corporate management oversight organ is not fully independent from the controlling shareholders. The aim of this paper is to offer some suggestions for moving forward. First, the statutory internal auditor (kamsa) or the audit committee should have limited missions as management oversight organ. Their main task should be the prevention of pursuit of private interests by the controlling shareholders and other managers of the company. They should carry out “accounting audit”, but they need to be assisted by the accounting experts. The day-to-day business audit should be the tasks of the board, not of the management oversight organ. Second, in order to have an independent kamsa or the audit committee, the controlling shareholders’ voting rights can be limited because the management oversight audit system cannot function without properly independent members. Third, at this stage Korea needs to require listed companies to have audit committees rather than Kamsa as oversight organ. Audit committee members are mostly independent directors and, unlike Kamsa, they have voting powers in the board. This allow them to have more robust outcomes.