이사의 감시의무와 회사에 대한 배상책임 - 서울고법판결 2020나2034989 -

Since the company and directors are in a delegation contract relationship, directors have a duty of care to the company. The duty of care is determined by normative standards, not individual standards. Therefore, the representative director and the business director bear the compliance obligation to execute business in accordance with the normative standards. In addition for businesses that they do not execute, directors are obligated to monitor whether other directors execute businesses in accordance with the norms. If a director fails to take appropriate measures despite reasons to suspect that other director’s performance is illegal, the director shall compensate the company for damages due to violation of the duty of oversight. Recently, the 1st trial court and the 2nd trial court made different judgments regarding the director’s duty of oversight. The 1st trial court recognized only the violation of the supervisory obligation of the representative director and denied the general supervisory obligation of directors who were not in charge of the work, while the 2nd trial court recognized the violation of the supervisory obligation of both the representative director and directors who were not in charge of the work. Considering the purpose of the outside director system introduced for the efficient operation of the board of directors’ supervisory function, the opinion of the 2nd trial court, which recognized the duty of oversight of directors who were not in charge of the work, is valid.