개정 외부감사법에 따른 회계법인 대표이사 및 품질관리업무 담당이사의 책임제한과 면책조항의 필요성

“The revised Act on External Audit of Stock Companies,” effective from 11.1.2018, has been a remedy due to violation of the duty of attention to monitor and operate its audit practice under the quality management standard by the Representative Director and Director in charge of quality management at the accounting firm, which provided an explicit ground for the supervisory inspection measure. Such measure shall be publicized at the accounting portal site of the Financial Supervisory Service. Investors who file a claim for damages against an external auditor are able to file a lawsuit against the Representative Director and the head of the quality management, who are the subject of such publicly-disclosed supervisory inspection measures. Not only do they have to respond to civil lawsuits called claims for damages, but they also have to proceed with administrative litigations to contend with supervisory inspection measures, and criminal defense is necessary if they are subject to criminal charges. As the possibility of lawsuits against the Representative Director and the Director controlling the quality management was expanded through “the revised Act on External Audit of Stock Companies,” the necessity of immunity for the Representative Director and quality management Director who plays a role on behalf of the accounting firm has increased. Therefore, the burden of legal response such as litigations including civil, administrative, and criminal charges, the limitation of compensation for damages, and the probability of increasing the number of insurance premiums are all requested to be stipulated if the scope of indemnification would be set. Except with respect to the intentional cases, it would be reasonable to determine that the limited liability or disclaimer shall be appliable for the Representative Director and quality management Director unless intentional cases are involved. Besides, even if the accounting firm does not have sufficient recovery to the damage by itself, a rule can be newly governed as all employees share the deficit based on vicarious liability, and the rule can give exemption in such case, certain exceptions can be made in all possible matters. Suppose this exemption policy for the Representative Director and quality management Director is newly established and included in the accounting firm's articles of incorporation or bylaws. In that case, it could be applied uniformly to all members of the accounting firm. Alternatively, if the standardized exemption rules are shared by all accounting firms that perform external audits, it will be possible to legalize the new exemption rule that can reasonably persuade members of the accounting firm.