감사위원회의 독립성 확보와 감사업무의 실효성 제고 방안

Korean companies have many controlling shareholders and are entangled by blood, academic and regional ties, so it is not easy to escape the influence of controlling shareholders or management. Moreover, since the audit committee is a committee within the board of directors that is subject to audit, there is also a contradiction in self-audit. Therefore, it is necessary to review the method of separating the decision-making body from the executive body. However, since this is a tedious task that entails reorganization of the entire company law, this article focus on increasing the independence of the audit committee within the framework of the current Korean law. First, the Commercial Act requires that more than two-thirds of the audit committee members are outside directors regardless of listed or unlisted companies. we recommend that ① The Outside Director Candidate Recommendation Committee(‘ODCRC’) is also established for unlisted companies (except for small companies), ② It is suggested that all members of the CDCRC be composed of outside directors, and ③ minority shareholders or those who can properly evaluate the independence and professionalism of the outside directors should participate as members of the CDCRC. Second, although the audit committee is an institution that replaces the independent auditor under the Commercial Act, the term of the audit committee member is the same as that of the director who subject to audit, thus the independency of audit member are influenced. Therefore, the term of directors who become audit committee members needs to be regulated in accordance with the independence auditor. Third, it is necessary to expand the pool of outside directors and the ratio of outside directors in the audit committee. In the case of KOSPI 200 listed companies, most of the audit committee consists of outside directors. If it is not easy to find candidates for outside directors, it is recommend to utilize information operated by the Korea Listed Companies Association and the Ministry of HR Innovation. Fourth, when using the internal audit organization for audit work, efficient work cooperation is required. For efficient work cooperation, the audit committee must ① have the authority to directly instruct the internal audit department, ② have the right to consent to the appointment and dismissal of the person in charge of the internal audit department, and ③ include lawyers in internal audit of companies.