주식회사의 사외이사제도에 관한 연구

Abstract

Outside director in corporation performs management monitoring and supervision on the basis of independence. In the past decade, however, It has stirred controversy regarding outside director in the annual general meeting of shareholders every year. For these reasons this treatise deals with the recognition of the problem on the outside director system and also trying to find out the alternatives through this study. This study was mainly conducted by literature research and the details are as below.

First of all, the outside directors have to secure the independence of the internal monitor shall perform the role. A major role of outside directors are monitoring and surveillance in management. So, therefore, in order to ensure the independence of the outside director through the obligation with concentrated vote system shall appoint an independent personnel.

Secondly, it is necessary to offer to specialized education for reduce the lack of information gap between inside directors and outside directors. Through this, make up for the lack of information asymmetry phenomenon.

Third, it is necessary to rework about legislative supplement in the commercial law to avoid conflicts of interpretation.

In conclusion, outside directors's role is bring a new wind to the stagnant corporate culture through the decision-making method, legal compliance and rationality checks. Also outside director is an objective advisor based on the professionalism and giving tension through the management monitoring.