금융회사의 내부통제제도에 관한 연구 - 규제체계의 문제점과 입법적 개선을 중심으로 -

More than 20 years have passed since the introduction of the internal control system for financial firms, financial accidents caused by neglect of internal control continue to occur. In particular, in 2019, a large-scale mis-selling of private equity funds involving major banks and securities firms took place, and the financial supervisory authorities imposed sanctions. In the process, there was a sharp controversy over the interpretation of the obligation to establish internal control standards under the Act on Corporate Governance of Financial Companies(hereinafter reffered to as the “Governance Act”). Such series of events stemmed from the overly formal internal control regulation system of the Governance Act. Accordingly, this study examined the current status of the internal control system under the Governance Act and its problems, and reviewed the concept of internal control, the internal control system of foreign countries, and the attitude of recent precedents, and proposed reasonable legislative improvement measures for the internal control system under the Governance Act. The Governance Act needs to be improved by (i) establishing a provision on the definition of the “internal control system,” (ii) imposing the “obligation to establish a reasonable internal control system and to faithfully operate it” on financial companies, (iii) re-establishing the roles of each internal control entity based on the COSO’s 3rd line of defense model, and specifying the role of the representative director in the Governance Act, and (iv) specifying that only officers may be sanctioned in the event of a material outcome due to failure of internal control.