최근 상법개정안 중 감사위원분리선임제에 대한 소고 = A Study on the Separate Appointment of the Audit Committee`s Members in the Revised Bill of the Commercial Act

다국어 초록 (Multilingual Abstract)

In February of 2017, the opposition party tried to pass the amendments of the Commercial Act that severely limits the major shareholder`s management rights of companies. The main purpose of the amendments of the Commercial Act is to protect the minor shareholders and to establish a device to check the major shareholders. But the business community has been deeply worried that it would be advantageous to the foreign speculative capital rather than to limit major shareholder`s influences. A listed company under Article 542-11 ① of the Commercial Act shall appoint members of its audit committee from among directors appointed by a general meeting of shareholders. But the main point of the amendments is to separate the members of the audit committee from the other board`s members in the appointment procedure from the very beginning.A listed company determined by Presidential Decree in light of the scale of assets, etc. shall establish an audit committee. The commitment of such an audit committee is to enhance the transparency of the management of the company, considering that the efficiency of audit functions in the audit committee system is higher than that of the previous auditor system. Actually, the outside directors elected by the major shareholders are also members of the audit committee. This trial to amend the Commercial Act is based on the fact that the major shareholders who yield their absolute powers during the corporate decision making process by avoiding the means of checking and monitoring functions of the minor shareholders.The purpose of this paper is not to cover all of the contents of the amendments, but to focus on the separate appointment of the board`s members. The composition of this article is as follows. In chapter II, the contents of the revision of the Commercial Act is briefly introduced and the standpoint of the business community against the amendment is also simply quoted. In chapter Ⅲ, the main issue of the separate appointment system is confirmed, the opinions concerned is introduced and the effects of the amendments to the business community is revealed. In chapter Ⅳ, a strategic alternative of the business community to cope with the legislative challenge is proposed. In chapter V, the conversion to the supervisory board by the companies concerned is strongly recommended.

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