Ⅰ. 서론 ··················································································································· 89
Ⅱ. 개정법안의 주요내용 및 추진배경 ································································ 91
1. 임원의 자격요건 조정 ················································································· 91
2. 사외이사 외부평가제도 도입 ····································································· 91
3. 업무집행책임자의 선임의무 ······································································· 92
4. 이사회 운영의 전문성 및 연속성 강화 ·················································· 92
5. 임원후보추천위원회 ···················································································· 94
6. 감사 및 감사위원의 독립성 및 직무전념성 강화 ··································· 94
7. 임직원의 보수투명성 강화 ······································································· 95
8. 내부통제기준 및 위험관리기준 ································································ 97
9. 대주주 적격성심사제도 ············································································· 97
Ⅲ. 개정법안 주요쟁점사항에 대한 검토 ···························································· 98
1. 업무집행책임자 선임의무 ··········································································· 98
2. 임원후보추천위원회 ·················································································· 101
3. 감사 및 감사위원의 독립성 및 직무전념성 강화 ······························· 102
4. 대주주 적격성 심사제도 ··········································································· 103
Ⅳ. 종합의견 ········································································································· 109
1. 입법상의 문제점 ························································································ 109
2. 주요쟁점에 대한 의견 ··············································································· 112
3. 향후 정책과제 ···························································································· 117
Ⅴ. 결론 ················································································································· 119