An Executive Officer System and Legal Problems in Korea

Recently, the revised Commercial Law plan has been introduced in National Assembly (repealed automatically by term expiration, 2008). The korean law would have introduced Executive Officer System related to corporate governance. In a word, the purpose of this action is to enforce Board of Directors System (in particular, the Roles of Outside Directors and Audit Committee) in Corporation. These measures were introduced on securities law and commercial law in Korea (1999∼2002). However, the effect in korean corporation resulted in inappropriate parts. The Outside Director (Korean Securities and Exchange Law §191.16) introduced to improve corporate management is compulsory and restricted about the numbers. In this reason, each corporation scaled down the number and registered Directors did less and less in Board of Directors. So the business execution of Corporation has been charged of Executive Officers on the basis of the articles or regulation in corporation. The corporations have made use of Non-registered Executive Officers System not well-known in korean commercial law, many questions in corporation were exposed in forms of legal status, authority and liability etc. Therefore, we in Korea must introduce Executive Officers System, enforcing the Outside Officers independence & profession, and also supervision to board of directors in the future. I propose application of Executive Officers System in the followings. ① About the scope of introduction on Executive Officers, korean Commercial Law..