상법상 위원회제도의 활성화를 통한 지배구조의 개선

The purpose of this paper is to make a proposal for improving the corporate governance structure through fostering the committee system under the Korean Commercial Law. It is true that the committee system under the Commercial Law is of lesser importance due to the authority of the board of directors. Except for the audit committee that is compulsory for companies with a certain size or larger, other committees are left to the company’s choice. Also, the executive officer system is not a compulsory system, and is not very attractive in terms of maintaining the influence of the majority shareholders on the board of directors in Korea. In reality, managing day-to-day business is actually carried out by de facto directors who are not elected at the general shareholders’ meeting, and if poor performance occurs, it only ends with them being dismissed from the position at any time. Under these situations, it is necessary to find a way actively using the committee or executive officer system, which is ineffective in reality. To improve corporate governance, I would like to propose the followings: First, it is necessary to ease the restriction on committee membership. This is because if the qualifications of the committee members are limited to directors elected at the general shareholders’ meeting, it is difficult to invigorate the committee system except for large-scale listed companies. Second, it is necessary to revise the Commercial Law and reflect it in the articles of incorporation so that non-directors who participate as members of the committee are also responsible for fiduciary duty that applies to directors. Currently, it is not easy to ask for responsibilities under the Commercial Law even if a non-director executive who has not been appointed at the general shareholders’ meeting is dismissed from the position while performing duties. To revitalize the committee system, the qualification requirements for members of the committee are relaxed, and at the same time, the same new obligations should be imposed even when the committee is composed of both directors elected at the general shareholders’ meeting and directors who are not. Third, it is necessary for the board of directors to limit the re-resolution of the committee’s resolutions as well as exercise supervisory authority over the execution of the committee’s work. In order to revitalize the function of the committee, it is necessary to provide an institutional environment for the committee to perform responsible work.