집행임원제에 대한 연구

Abstract

In recent years the corporate lawyers in Korea have discussed enthusiastically the issue on the introduction of the american executive officer system in their Commercial Code Book. But until now they don't have any clear result on that. The american officer system has developed in the wave of the improving the failed corporate board. Nowadays we cannot see any serious 'management' in terms of the operating daily businesses at a corporate board. Instead of this the corporate boards oversee the managements and they give indirect advice to them. So the senior executives are operating the daily business in almost every public corporation in U.S. From a perspective of the internal control, the separation between the management and the board is very important. A good governance requests probably also it. But at the same time we should bear in mind that the efficiency of the business has the same weight in a good corporate governance. Dimma says, "corporate governance is a process, not a result. It is and must always be a means, never an end. The end is improved corporate performance and return to investors."(Dimma, Exellence in the Boardroom, p. 73). And the reality in a daily corporate life in U.S. shows that the CEO and the chairman of the board are usually combined to one person. So the individual company should decide the combination or the separation of both ; it belongs principally to a freedom of every corporation to choose the governance structure.