이사의 회사정보수집권

Abstract

In order for sound corporate governance to function effectively, proper behavior of directors is important in corporate operations. Our commercial law stipulates the right to collect information from directors in the form of reporting claims. That is, Article 393 requires the Director to report to the Board at least once every three months to ensure that the Director has the right to collect information in the form of a reporting claim to require the Representative to report to the Board on other directors or employees’ work. Such information collection rights are stipulated in the form of reporting claims, so there are inherent limitations, concerns about the concealment of unfavorable information or the provision of false information, and concerns about the CEO’s involvement due to the indirectness of regulations.<BR> This paper reviews the contents of the company’s information collection rights by U.S. directors, which are considered a major model of the company’s information collection rights under our commercial law. Based on this, we would like to obtain useful suggestions on the form of company information collection rights by directors under our commercial law.<BR> In Korea, the method of supervising work by individual directors through the board of directors lacks speed, and as a result, it is difficult to expect a mobile supervisory function by directors. In order to improve the supervisory function of the board of directors and make it effective, it is necessary to consider recognizing the right to collect company information for individual directors. In particular, it can be thought of as a necessary method to exercise supervisory functions by outside directors. These measures are also expected to have positive results in securing transparency in corporate management.<BR> The recognition of the right to collect company information to the director may serve as the basis for the pursuit of responsibility if the right is not exercised properly behind it. It is possible to think of concerns that it could shrink directors, but it is highly necessary to recognize the right to collect company information to enhance the function of management supervision. However, certain restrictions will need to be set on the purpose or target of the event. Measures to prevent information leakage are also needed, with directors exercising their right to collect information from the company as informants. A way to increase its effectiveness is to conclude an agreement on confidentiality to prevent restrictions on investigation targets or fraudulent use of information by the court, while imposing certain sanctions if violated.