대기업의 투명경영을 위한 지배구조

1. It is very important that big listed companies(hereinafter referred to as ‘big company’ or ‘big companies’) have good and global standard’s governance for transparent management. Therefore, most of the countries in the world try to improve corporate governance. 2. As it is almost impossible that shareholders’ meeting of a big company supervises directly its executive organ, its board of directors as an attorney of shareholders usually supervises the executive organ. But two conditions should be satisfied for board of directors in this case to supervise executive organ effectively. The fist condition is that the executive organ should be separated from the board of directors. And the second condition is that the member of executive organ should be separated from the member of board of directors as most as possible. Namely, the board of directors mostly should be composed of outside(independent) directors. Korean law adopted mandatory outside(independent) directors system and mandatory audit committee system in big companies after IMF economy crisis(1997). But such new systems failed. Because korean law did not adopt executive organ system(executive officer system) separated from board of directors at that time. In other words, because korean law adopted such systems in executive board of directors(Korean Commercial Code § 393). 2011 Amendment Korean Commercial Code(hereinafter referred to as ‘KCC’) adopted executive officer system. But KCC regulated executive officer system as optional system in even big companies. Therefore, any big company did not adopted KCC executive officer system, but adopted actual executive officers which are not supervised by board of directors. 3. I propose followings for transparent management of big companies. (1) Big companies should adopt executive officer system. In other words, KCC should provide that a big company must have absolutely executive officers separated from board of directors. Such provision is harmonized with KCC Article 542-8①S.2. The chairman and most members of (supervisory) board of directors should be separated from executive officers for more effective supervision to executive organ. (2) The members of the audit committee in a big company should be appointed and removed by not the shareholders’ meeting but the (supervisory) board of directors(KCC § 393-2② Nr.3). For this purpose, KCC Article 542-12(except the regulation of the auditor) should be deleted. All members of the audit committee should be outside(independent) directors for more effective audit to executive organ. (3) Other companies except big companies can adopt executive officer system by their choices. If they choose executive officer systems, the board of directors should be composed of the same outside(independent) directors as those of big companies, and they should also adopt the same audit committees as those of big companies. Other companies except big companies need not mandatory outside(independent) directors. Other companies without KCC executive officers except big companies should adopt as audit organ not the audit committees but the auditors, because the audit committee system is the system on the condition of supervisory board of directors with executive officer system.