株式會社의 社外理事에 관한 硏究

Abstract

The purpose of this study is to study the improvement of outside directors. A company is social being and especially, the corporation is in charge of considerably important functions in nations and national economic life. After the monetary crisis in 1977, Korea has made an effort to reform corporate governance of stock corporation. The outside directors and audit committee have been introduced into Korean Commercial Code. Securities Exchange Act and Acts regarding finance in order to make the decision making functions of the board. But outside directors do not play a part adequately because ouyside directors have been under the influence of dominant shareholders and chief executive officers up to now. The Contents are as follow; In chapter 1, the object and means of this study are prescribed. In chapter 2, a general discussion of outside directors is reviewed. In chapter 3, the notion and function of outside directors is summarized and the legislations of foreign country are investigated. In chapter 4, several ways to make outside directors independent and professional are mainly proposed. In chapter 5, as a conclusion, these contents will be summarized synthetically. In order to obtain these results, we are not able to ameliorate our corporate governance in a short time only by outside director. Therefore we must activate other checking system such as stock market, shareholder suits and compensation program.