우리는 이사회에게 무엇을 기대할 것인가 - 이사회 실패 현상을 극복하기 위한 대안으로서 법인이사론을 중심으로 -

Abstract

Corporate governance does still matter with many controversial issues, even though the corporate laws have been reformed several times. The failure of board system is the best example of the big problems of corporate governance issue. In fact, board of directors fails to give meaningful advices to management and/or to monitor important corporate decisions to be rendered by management due to lack of times and information. Author of this paper provides new interpretative analysis on possibility of corporate director (i.e. a director who is not a natural person but a corporate body), based on review of various countries' company laws with the historical arguments on the French Commercial Code as the central figure and some leading cases including [HMRC v. Holland (2010) UKSC 51] case in England, in order to overcome the failure of board system. Under the Korean Commercial Code(hereinafter, the "KCC"), a corporate director is not allowed currently and traditional academic views has been on the same position in relation to corporate director. Nowadays there is a wide tendency to overemphasize director independence from the context of corporate governance area, but ironically, increasing independent directors has proved to have negative impact on company's performance. Rather than that, this paper will stress the necessity of director specialization for improving firm performance. Corporate director may be considered as an alternative measure on the failure of board system.