기업 내부통제시스템의 내부고발자 제도에 관한 소고- 실효성 제고를 중심으로 -

This article focuses on the need for companies to pay rewards and improve the procedures of the Public Interest Whistleblower Protection Act in relation to improving the effectiveness of the whistleblower program of a company’s internal control system. The Public Interest Whistleblower Protection Act is a general law that uniformly regulates the reporting of public interest violations in the private sector to external organizations. Therefore, if an internal employee of a company reports that a company’s misconduct infringes on the health and safety of the public, the environment, consumer interests, fair competition, or other public interests, it is subject to the Public Interest Whistleblower Protection Act. At the same time, it may be subject to internal reporting under the whistleblower program in the company’s internal control system. However, the whistleblower program does not stipulate the payment of compensation to whistleblowers. If a company’s fraud or misconduct is the subject of an internal report, a public interest report under the Public Interest Whistleblower Protection Act, or a report under other laws, employees may choose to report it to an external organization that pays a high reward. However, making a report to an external organization first defeats the purpose of establishing an internal control system. In order for the corporate internal control system to function properly, it is necessary to establish a rule that the corporate whistleblower program pays rewards, even if they are small. In addition, rather than leaving it up to the whistleblower to decide whether to file a corporate whistleblower report in the first place, it is necessary to improve the process of the Whistleblower Protection Act to require that, like the U.S. Securities and Exchange Commission rules [17 C.F.R. § 240.21F-4(b)(4)(v)] and Japan’s Public Interest Informant Protection Act, when an employee becomes aware of corporate fraud or misconduct, he or she first informs the internal organization of the company and then reports to the outside world if the investigation process is not initiated. If this is not possible for all employees, then at the very least, employees who are responsible for compliance should be the first to blow the whistle. Although Article 14(4) of the Public Interest Whistleblower Protection Act stipulates that it is not a violation of the duty of confidentiality even if the contents of the public interest report include professional secrets, it is desirable from the perspective of the duty of confidentiality to place the primary duty of corporate whistleblowing on corporate employees.