준법경영의 확립을 위한 준법지원인제도의 문제점 및 개선방안 - 준법지원인의 법적지위를 중심으로 - (Problems and Improvement Methods of Compliance Officer System for the Establishment of Compliance Management - Focusing on the Legal Status of Compliance Officer -)

서지정보

· 발행기관 : 한국상사법학회
· 수록지 정보 : 상사법연구 / 34권 / 2호 / 433 ~ 471페이지
· 저자명 : 정준우

초록

The Commercial Act amended 2011 has adapted the compliance officer system for the compliance management. A listed company, therefore, determined by Presidential Decree in light of the scale of assets, etc. shall establish guidelines and procedures that their employees and directors must observe in order to abide by Acts and subordinate statutes and make their management appropriate when the employees and directors perform their duties(§542-13(1)). A listed company shall have one or more persons responsible for the work on abiding by the compliance guidelines (hereinafter referred to as “compliance officer")(§542-13(2)), in order to appoint and remove a compliance officer, a listed company shall obtain a resolution of the board of directors(§542-13(4)). And a compliance officer shall check whether the compliance guidelines are complied with and shall report the outcomes thereof to the board of directors(§542-13(3)).
The term of a compliance officer shall be three years, and he/she shall work full time(§542-13(6)). The provisions of this Act shall apply with respect to a compliance officer, as long as no specific provisions to the contrary exist in other Acts: Provided, That the provisions of paragraph (6) shall preferentially apply in cases where the term of a compliance officer under other Act is shorter than the term set forth in paragraph (6)(§542-13(11)). And no listed company shall unfairly disadvantage a person who was a compliance officer in personnel matters for reasons related to his/her performance of duties(§542-13(10)). There, however, are many legal problems in the provisions relating to the legal status of compliance officer under the Commercial Act. In this paper, thus, I have investigated the problems implicated these provisions relating to the legal status of compliance officer, and I have proposed the improving methods for settlement of such legal problems.
The top priority for improving the compliance management culture is firming up the legal status of compliance officer. The second, that should be reviewed prospectively for the adjunct of compliance officer, if it can help with compliance management without compromising the independence of compliance officer. The third, the provisions relating to dismissal of compliance officer should be placed in the Commercial Act. The forth, it is necessary to be included the result of election and dismissal and job evaluation results of compliance officer in the public announcement, should strengthen the dismissal requirements of compliance officer. The fifth, to perform the supporting task of compliance management, the compliance officer must build institutions and other organic business cooperation. Finally, when the compliance officer report the result of their task for compliance management to the board of directors, that must be submitted to auditors at the same time, and the auditor must also notify the compliance officer when reporting audit results to the board of directors or the shareholders' meeting.

영어초록

The Commercial Act amended 2011 has adapted the compliance officer system for the compliance management. A listed company, therefore, determined by Presidential Decree in light of the scale of assets, etc. shall establish guidelines and procedures that their employees and directors must observe in order to abide by Acts and subordinate statutes and make their management appropriate when the employees and directors perform their duties(§542-13(1)). A listed company shall have one or more persons responsible for the work on abiding by the compliance guidelines (hereinafter referred to as “compliance officer")(§542-13(2)), in order to appoint and remove a compliance officer, a listed company shall obtain a resolution of the board of directors(§542-13(4)). And a compliance officer shall check whether the compliance guidelines are complied with and shall report the outcomes thereof to the board of directors(§542-13(3)).
The term of a compliance officer shall be three years, and he/she shall work full time(§542-13(6)). The provisions of this Act shall apply with respect to a compliance officer, as long as no specific provisions to the contrary exist in other Acts: Provided, That the provisions of paragraph (6) shall preferentially apply in cases where the term of a compliance officer under other Act is shorter than the term set forth in paragraph (6)(§542-13(11)). And no listed company shall unfairly disadvantage a person who was a compliance officer in personnel matters for reasons related to his/her performance of duties(§542-13(10)). There, however, are many legal problems in the provisions relating to the legal status of compliance officer under the Commercial Act. In this paper, thus, I have investigated the problems implicated these provisions relating to the legal status of compliance officer, and I have proposed the improving methods for settlement of such legal problems.
The top priority for improving the compliance management culture is firming up the legal status of compliance officer. The second, that should be reviewed prospectively for the adjunct of compliance officer, if it can help with compliance management without compromising the independence of compliance officer. The third, the provisions relating to dismissal of compliance officer should be placed in the Commercial Act. The forth, it is necessary to be included the result of election and dismissal and job evaluation results of compliance officer in the public announcement, should strengthen the dismissal requirements of compliance officer. The fifth, to perform the supporting task of compliance management, the compliance officer must build institutions and other organic business cooperation. Finally, when the compliance officer report the result of their task for compliance management to the board of directors, that must be submitted to auditors at the same time, and the auditor must also notify the compliance officer when reporting audit results to the board of directors or the shareholders' meeting.

참고자료

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