코포레이트 거버넌스 이론의 국내도입과 그 한계에 관한 연구

• 영문명: Corporate Governance and its Adoption -Especially about U.S.A. Audit Committee-
• 발행기관: 경희법학연구소
• 저자명: 노일석(Noh, Il-Seok)
• 간행물 정보: 『경희법학』제43권 제3호, 323~362쪽, 전체 40쪽
• 주제분류: 법학 > 민법
• 파일형태: PDF
• 발행일자: 2008.09.30

영문 초록

The term corporate governance is used in a narrow sense or in a broad sense. In a broad sense it is used somewhat prescriptively to refer to the process of supervision and control(of governing) intended to ensure that the company s management acts in accord with the interests of the shareholders. The central feature of corporate governance is how to control the executive powers. There are three models of controlling the executive powers. The first is a control through shareholder s democracy. The second is the nexus of contracts of the company. And the last is a monitoring the executive powers by the board(especially by the audit committee). It has been argued that the confidence of contract theorist in the effectiveness of market is exaggerated, both as a direct source of discipline and in contributing to the evolution of an efficient system of corporate governance. It also appears that a resurgence in the shareholder monitoring consequent on the re-concentration of ownership in the hands of the institution is unlikely to come about on a very significant scale. The most promising source of the monitoring may be the board, and the solution lies in the board reform. It is important to solve the problem of supervision by a body distinct from either the general meeting or the managing board. There are two models to solve monitoring problems by the board. Under the first companies have a supervisory board and a separate management board(two-tier system). Under the second there is a single board. It is made up of a majority supervisory directors, with executive directors constituting the remainder. The draft of revising the Korean Commercial Law is introducing the executive officer and strengthening the power of the audit committee. So we should study the American audit committee. As directed by the Sarbanes-Oxley Act of 2002, SEC are adopting a new rule to direct the national securities exchanges and national securities associations to prohibit the listing of any security of an issuer that is not in compliance with the audit committee requirements. These requirements relate to: the independence of audit committee members; the audit committee s responsibility to select and oversee the issuer s independent accountant; procedures for handling complaints regarding the issuer s accounting practices; the authority of the audit committee to engage advisors; and funding for independent auditor and outside advisors engaged by the audit committee. In conclusion I suggest that Three Committees System(the nominating committee, the compensation committee, the audit committee) connected with the executive officer may be efficient in controlling the executive powers. And we should study the Sarbanes-Oxley Act, SEC rules and the listing standards relating to Audit Committee.

목차

l. 처음

ll. 경영통제의 세 가지 유형

lll. 감사위원회와 관련된 각국의 제도

lV. 감사위원회 도입

V. 맺음

키워드

코포레이트 거버넌스 이사후보추천위원회 보수위원회 감사위원회 집행임원 공개회사회계감사위원회 등록공인회계기업 Corporate Governance,Nominating Committee Compensation Committee Audit Committee Executive Officer Public Company Accounting Oversight Committee Registered Public Accounting Firms.