理事會의 機能活性化方案에 관한 硏究

Abstract

Our commercial law activated the corporation system at the time of establishment, adopting the many systems of law of English and America. Especially, it introduces the directors' board system in order to rationalization of management. The followings are included in this system ; the directors' board decision of fundamental rules associated with the corporation management, the information exchange about assets and execution of corporation, the using of knowledge and experience of management experts. In the view of that, the critical clauses of management and execution are determined by the directors' board and the directors ought to execute the duties neutrally and objectively to distribute the profits fairly. Also, the directors' board should supervise execution of directors as the supervision body. the act of representative director should be supervised mainly because he executes main duties. However the directors' board doesn't give full play to it's function ; the right of decision and supervision in our country. Actually, the large stockholder and representative director have a great influence in election of directors and they often control the decision of directors' board at their own discretion. Because of these reasons, the directors' board doesn't have a full play in our country. Accordingly the revaluation and remedy of directors' system are requested strongly so as to prevent incompetent of directors' board. The directors' board has a great influence consequently, through the revision of commercial law in 1984 and 1995, besides, the new systems of american law are applied, so as to manage the corporation efficiently. Despise these remedies, it seems to need many solutions. this study considers the problems of the directors' board system in our corporation. And try to find a solution to correct incompetence and framing of directors' board. Therefore this proposes the systematic devices that promotes the fair atmosphere of management. In the first chapter, it is describe about goals and method of this study. In the second chapter, status and right of directors' board is mentioned, examining our commercial law. In the third chapter, the directors' board system of foreign countries is mentioned; England, America, German, France and Japan. In the forth chapter, it is considered about the systematic problems to control the directors' board in our corporation. In the fifth chapter, it is proposed the remedies to activate the directors' board. In the sixth chapter, the conclusion will be presented as a whole including these details.