이사의 보수청구권과 보수의 변경 - 대법원 2017. 3. 30. 선고 2016다21643 판결을 중심으로 -

In this article, I have analyzed and made critical comments regarding directors’ rights pertaining to compensation, especially in relation to Supreme Court Case 2016da21643. In this case, when a reduction of compensation occurred through a general meeting of shareholders without the consent of the director, was it valid or not valid? That was essentially the issue. According to the Korean Commercial Code, the amount of directors’ compensation should be determined either by the articles of incorporation or by a resolution at a general shareholders’ meeting. Supreme Court Case 2016da21643 considered whether a reduction of compensation at a general meeting of shareholders, without the consent of the director, should be considered valid. To determine the rightness or wrongness of the Supreme Court’s judgment, I addressed the following points in this article. (1) What is the purpose of the legislation in Article 388 of the Commercial Act? (2) What is the method or procedure for determining the compensation of directors? (3) When does the director's claim for compensation occur? (4) Is the compensation of directors increased by a resolution at a general meeting of shareholders? (5) Is it possible to reduce the compensation of directors by a resolution at a general meeting of shareholders? (6) Is the consent of the director essential? The contents of a contract are subject to certain restrictions, according to the principles of contract law. Therefore, in principle, a director's consent is required to reduce the compensation of the director in accordance with the general principle of contract law. In conclusion, the content of the judgment in Supreme Court Case 2016da21643 is reasonable. The compensation of directors cannot be reduced simply by a resolution of the general meeting of shareholders. The consent of the directors receiving the reduction is essential.