earticle

영어

Korea's outside director system was introduced in 1998 at the recommendation of the IMF after the Asian financial crisis, but outside directors are still not functioning properly even 20 years after its implementation. Following the globalization of corporate management, the Korean Commercial Law was revised three times as part of the global trend of corporate governance. The audit committee system, which consists of outside directors and major outside directors, is a universal system around the world. Companies are operating in most OECD member states, including the United States, Australia, Japan, the United Kingdom and Belgium. Qualifications for outside directors are strictly restricted to those who are not the largest shareholders, major shareholders, executives and employees of the company, or spouses and lineal descendants of executives and executives who have been executives and employees within the past two years. It is intended to represent the interests of all shareholders through effective monitoring and checks on controlling shareholders and management in almost the majority of companies. As Japan entered the recession in the 1990s, it began to recognize the importance of outside directors, and the result was the revision of the Commercial Law. The Commercial Law of Japan was amended in May 2002 and has been in effect since April 2003. The revised Commercial Law allows companies to choose by operating under the existing board system or by setting up three committees of remuneration, audit and personnel committees like the United States, or with more than 50 percent of outside directors in the composition of each committee. This move by Japan is drawing attention in many areas. This is because Japan typically has a structure in which inhouse directors control corporate management. It is also not easy for shareholders other than major shareholders to recommend independent and neutral figures as candidates for outside directors, both legally and in practice. In Korea, listed companies must have outside directors under the Securities and Exchange Act, which requires discussions on approval or opposition, recruitment, and utility, but no progress has been made in the interpretation and operation of the current law. Based on these problems, this study aims to compare the legislation of the outside director system between Korea and Japan on the outside director system, to identify problems that fail to faithfully perform the functions of check and supervision of major shareholders and management, and as an alternative, to seek ways to strengthen the independence and efficiency of the outside director system and to propose an alternative.