이사의 감시의무와 내부통제시스템 구축의무 ― 대법원 2008. 9. 11. 선고 2006다68636판결 ―
- 이사의 감시의무와 내부통제시스템 구축의무 ― 대법원 2008. 9. 11. 선고 2006다68636판결 ―
- Other Titles
- Director's Duty of Oversight and Duty to Establish an Information and Report System― Supreme Court Decision 2006Da68636 Delivered on September 1, 2008 ―
- 이사의 감시의무; 의도적인 의무이행해태; 지속적이거나 구조적인 감시의무위반; 정보 및 보고시스템; 내부통제; director's duty of oversight; intentional dereliction of duty; a sustained or systematic failure of the board to exercise oversight; information and report systems; internal control
- Issue Date
- 강원대학교 비교법학연구소
- 강원법학, v.35, pp.447 - 473
- In this case the main issue is weather directors who did not recognize the fraudulent accounts by other directors breached the duty of director's oversight. The Supreme Court emphasized, as in the cases of the Delaware Supreme Court, the duty to establish an information and report system in a publicly held corporation. The Supreme Court ruled that the director's duty of oversight might vary with the corporate scale, organization, type of business, regulation, business conditions and financial standing, and in a highly divided and specialized corporation every director has the duty to build a rational information and report system and internal control system and to monitor their operation.
The Supreme Court also held that the standards to decide the breech of oversight duty are sustained or systematic failure of the board to exercise oversight and intentional dereliction of duty as in the cases of the Delaware Supreme Court. But according to the fiduciary duty system in Korean corporation law director's duty of oversight belongs to duty of care and the standard to decide the breach of duty of care is negligence. Although it is characteristic that the convergence in corporate governance prevails word wide especially in directors fiduciary duty, the Supreme Court did not mentioned it in this case. I expect the Supreme Court to clarify this issue.
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