이사회의 독립성과 감시기능의 강화를 위한 법적 제언

The board of directors is a core institution in corporate governance, responsible for making strategic decisions and exercising oversight to ensure a companyʼs sustainability and legal and ethical accountability. Recent cases involving disputes over control and accounting fraud have empirically demonstrated that a failure of the board to fulfill these roles can seriously undermine corporate stability, shareholder value, and external credibility. Nevertheless, Koreaʼs current Commercial Act continues to exhibit structural limitations that hinder the effective assurance of board independence and oversight capabilities. This study explores legal reform measures aimed at enhancing the independence and oversight function of the board of directors within the corporate governance framework. It focuses on key mechanisms that are central to board structure and monitoring, including the outside director system, the shareholder proposal system, the cumulative voting system, and the directorsʼ duty of oversight. Although these systems have been formally introduced under existing law, they often remain ineffective or merely symbolic in practice, creating significant functional gaps in board operations. This paper critically examines the legal and structural shortcomings of these mechanisms and proposes practical and effective improvements based on a comparative analysis of foreign legislative frameworks and judicial precedents.