기업의 자유와 사외이사의 독립성에관한 연구

Since the 1948 Constitution, Korea has written the economic order as an order ofthe Constitution through the expression “Korea’s economic order”. Then, in 1987, the9th amendment to the current constitution, the economic constitution of the individualas well as economic freedom as a subject of economic freedom and creativityguarantees are the basis of economic order. Businesses are economic subjects in theeconomic order, but in the sense that individuals or corporations are the subjects ofbasic rights, they become the subjects of freedom of employment, the basic rights. Acorporation is a corporation aiming for profit pursuant to the law and becomes thesubject of certain basic rights under the Constitution. Corporate freedom is guaranteedfrom business freedom, the activity of the company. Corporate freedom refers to the freedom to establish and operate a business. Corporate freedom is derived from the freedom of work activities included in thefreedom of work. Corporate freedom is protected in relation to business freedomderived from job freedom in that it protects the freedom of business establishmentand activities. Since corporate freedom is mainly protected by freedom of businessactivities, it is subject to the provisions of Article 119 (1) and (2) of theConstitution. Article 119 (2) of the Constitution maintains the growth and stability ofthe balanced national economy and the distribution of adequate income, as well asthe limitation of the freedom of the enterprise under Article 37 (2), prevents thedo minatio n of the market a nd t he a buse o f eco no mic power, I t sho ws t hat it c an b elimited for democratization of the economy through harmony among economic actors. As a member of the board of directors, which is an internal control organization ofcorporations, the outside director system can be recognized for its legitimacy and legitimacy based on these constitutional rules. Although there is still a lack of realistic awareness and practice regarding theimprovement of corporate governance of listed companies in Korea, the’Compliancewith Principles and Exceptions’ method is adopted according to the international trendto regulate listed companies on the exchange’s listing rules, such as the UK andJapan. It is necessary to ensure that companies voluntarily comply with their owncircumstances and, if not, disclose the reasons, so that actual corporate governancecan be improved through voluntary compliance of listed companies and marketassessment of corporate governance. In order for the outside director system to develop in Korea, the selection methodmust be improved to strengthen the independence and expertise of outside directors. In other words, in the process of selecting outside directors, policy improvementefforts for the selection process are needed so that the independent shareholders whoare less influenced and recommended by the largest shareholder and management canbe selected. In addition, in order for the board of directors to be revitalized throughoutside directors, it is necessary to change the perception of large shareholders, soundchecks for institutional investors and minority shareholders, and improve the auditsystem.