임원의 선임에 관련된 상법 개정안의 비판적 검토

In order for the corporations continue to develop, it is necessary for the qualified directors who decide on the actual management will of the company and execute the business and the qualified auditors (or members of the audit committee) who audits the execution of the directors should be selected through reasonable procedures and shall faithfully carry out the duties stipulated by the Commercial Act. However, there has been a continuing claim that the regulations relating to the requirements for appointment and the appointment procedures of directors and auditors under the commercial law still contain problems. Thus, in the 20th National Assembly, a number of the Commercial Law Amendments were proposed to solve these problems. However, since each Amendment contains considerable problems, it should be solved as follows. The First, in the case of the Amendments to the eligibility requirement, (1) the unclear words contained in the reason for the general disqualification of the director shall be clarified and the contents of the suspension shall be added. (2) The granting of recommendation rights of outside directors to minority shareholders, representatives of employees and employees' unions, and guarantees of election of the company should be deleted because of legal problems. (3) The rationality of the cooling period should be examined empirically in the requirements for disqualification of outside directors. (4) In the case of strengthening the constitutional requirements of the committee for recommending candidates for outside directors, it is to give preference to the employee stock ownership association without clear grounds, and it should be deleted because it violates the principle of equity equality. (5) The problems of the regulations on qualification requirements for standing auditing should be resolved. The Second, in the case of the Amendments to the appointment procedure, (1) it is desirable to disclose certain information on appointment and dismissal, but the scope of such appointment should be reasonably adjusted. (2) the expanding and mandating a concentrated voting system to all publicly traded companies is problematic and should be reexamined. (3) Separate selection methods for members of the audit committee should be introduced, but in the long run, they should be readjusted in conjunction with the functions of the board of directors and the qualifications of directors. (4) The regulations of the differently defined voting rights should be improved, but the related weakness must be compensated. (5) It is not reasonable to remove or uniformly extend the regulations on limitation of the voting rights on the appointment of auditors and members of the audit committee, so they should be reexamined.