주식회사 사외이사의 결격사유 개선 방안

Reform in the Qualifications of Outsider Directors

In this paper the writer compares independent directors under the laws of the United States and the United Kingdom and outside directors under the laws of Korea and Japan, based on rules and regulations on the board of directors and the qualifications of directors. In the United States there are no provisions on independent directors in corporate law, nor in the UK Companies Act itself. Rather, SOX and NYSE Listed Company Manuals of the United States and the Governance Code of the United Kingdom provide the composition of boards and requirements of the nomination of the independent directors. They also provide qualification of the independent directors. On the contrary, company laws of Korea and Japan provide directly the composition of boards including outsider directors, the mandatory nomination and qualification of the outsider directors. European countries follows the Comply or Explain approach according to the Governance Code. Within a certain range, Germany also adopts the Comply or Explain approach according to the Governance Code or Governance Kodex. Japan provides the outsider directors in the Companies Act, but regulations on the outsider directors and their qualifications are very simple. It is well known that in Korea outside directors has no function but merely a rubber stamp. The korean commercial code provides the composition of the board of directors and even ratio (portion) of outsider directors in the board. The Korean Commercial Law and it’s enforcement decree provide long and long useless lists on the qualifications of the outsider directors, and as a result, this list of qualifications is very complicated and ambiguous in its contents. A bunch of regulations and rules on outsider directors is no more effective and they are simply a waste of laws. Swift revision is necessary. The composition of the board of directors should be left to corporations as an option of each corporation and the qualifications of outsider directors should be simplified and clarified.