주식회사 이사의 보수연동형 손해배상한도액 설정제도

Article 400 of the Commercial Act provides for the "reduction of liability to the company of directors" as shown in the title heading. However, this clause doesn’t apply to the liability of the director to the third party but to the responsibility of the director of the company, which is obvious from the order of arrangement of these articles. Among these, Article 400 (1) of the Act which stipulates that directors are exempted from liability to the company has been existed since the enactment of the Commercial Act, whereas the second clause of the same Article is newly introduced by amendment of commercial law in 2011. The primary concern with this article is whether it has a consistency with the private liability law, but in the sense that the phrase 'the remuneration of directors' is the second notation in the Commercial Code, it is necessary to review various issues related to the interpretation of the remuneration of the directors of the current corporation law. In this regard, Article 388 of the Commercial Code contains the intention of the Company to regulate the remuneration paid to directors for the performance of duties, and Article 400 (2) I will start by pointing out that there is a provision that sets the limit of liable property to be borne by the directors and reduces the burden of the directors. In other words, the legislative attitude of the commercial law to the existing directors' remuneration has been examined in terms of the regulatory aspect of directors' remunerations. However, since the payment of performance variable remuneration and the setting of the performance-linked accountability limit alleviate the burden on directors. The following questions arise as to whether or not the common 'compensation of directors' can be interpreted equally. The first is about how to understand the intention of the system of calculating the amount of remuneration received by the directors based on the calculation of the liability reduction system of the directors. Next, there is a question of whether the concept of compensation used in Article 388 and Article 400 (2) can be understood in the same meaning. In this paper, we review and clarify issues that are not clearly understood through the legal contexts in relation to the concrete operation of the above mentioned reduction accountability System.