기업 컴플라이언스 관련 이사의 감시의무 검토

The discussion of corporate compliance or internal control systems started with accounting monitoring of financial companies and gradually expanded to include law-abiding monitoring, and anti-corruption. Recently, corporate compliance has expanded its scope to include content relating to ESG management. As well, there have been changes in various legal environments related to corporate management, such as the enactment of the 「Serious Accidents Punishment Act」 in 2021. Therefore, corporate compliance management has become increasingly important. As a result of this situation, there were two important Supreme Court rulings regarding corporate compliance in November 2021 and May 2022. The Supreme Court 2021.11.11. docket No.2017da222368 ruled that a representative director is liable if an internal control system is not in place for the company. In the opinion of the court, even representative directors and non-executive directors who do not participate in the business activities of the company may not escape liability by claiming that they had no reason to suspect that the legal principles of the past precedent were illegal. In addition, the court ruled that they owe a duty to maintain a reasonable internal control system and to ensure that it is well-maintained. Futhermore, the Supreme Court 2022.5.12. docket No.2021da279347 ruled that the CEO, outside directors, and non-executive directors owe a duty to establish an internal control system to ensure compliance. Two recent decisions can be a milestone that demonstrate the relationship between corporate compliance and directors' duty of monitoring. Thus, this thesis discusses corporate compliance(or internal control system) and directors' duty of monitoring including the meaning, basis for occurrence, subject, judgment standard, degree and limit of duty in light of Korean precedents. This thesis presents improvement of corporate compliance in Korea based on these discussions.