이사 보수 규제에 관한 법적 쟁점

The issue of director compensation has been under constant discussion for a long time. Current Korean commercial law stipulates that director compensation must be determined by the resolution of the general shareholders' meeting if there is no provision in the articles of incorporation. However, this regulation only sets out very simple contents and needs to be supplemented with more specific contents. Meanwhile, in the United States, director compensation is generally resolved by the board of directors, and a Compensation Committee is operated on a listed company basis. In addition, in order to enhance transparency to shareholders, strict disclosure regulations on remuneration are being implemented and special independence is required for the members of the remuneration committee. In the case of Japan, the types of remuneration are stipulated in detail in the Company Act, and in companies with a nomination committee, etc., the remuneration committee sets policies regarding the amount of individual remuneration for directors, etc., without the approval of the general shareholders' meeting. Therefore, we must also look at the problems with director remuneration regulations and look at ways to improve them. To this end, first, the method of determining director compensation must be reviewed. There is a need to stipulate detailed standards for each type of director remuneration in the Commercial Act, and if a director is a shareholder, it must also be examined whether the decision on remuneration can be included in self-dealing. Second, the appropriateness of director compensation must be examined. To achieve this, it is necessary to lower the fixed compensation ratio of directors and expand performance-related stock compensation. As ESG indicators have recently become a key aspect of corporate management, linking them to directors' performance appears to be an alternative. Third, institutional improvement measures for director compensation should be reviewed. While the Compensation Clawback Policy implemented in the United States has its advantages, it can also cause anxiety about directors' management of the company. Therefore, we need to look at the specific pros and cons of the Compensation Clawback Policy and find a system that suits our country's circumstances. Additionally, the active establishment of a Compensation Committee should be considered. Compensation Committee are already being actively implemented in the United States and Japan, and in Korea, they are also being operated based on listed companies. However, the simple expansion of the Compensation Committee is not important, and it is believed that it is essential to strengthen the independence of the members who make up the Compensation Committee, as in the United States