이사선임 의안 상정 및 표결방법에 관한 법적 쟁점

초록

This paper analyzes legal issues concerning shareholder voting for electing director(s). Firstly, it is generally understood that the shareholders have to vote for each of director candidates separately when two or more directors should be elected. However the author argues that shareholders are allowed to vote for all the candidates at once as a package under Korean Commercial Code(KCC), Secondly, where a listed company intends to appoint directors, such directors shall be appointed from among candidates notified in advance by the company(§542-2). Nevertheless, the change of candidates is permitted in exceptional circumstances where certain candidate cannot perform his/her duty due to the reasons beyond his/her responsibility such as death, illness, etc. Thirdly, The relevant company must notify the number of directors to be elected prior to the relevant shareholders’ meeting and directors must be elected within such notified number. Fourthly, under KCC, the relevant company must classify directors into executive director, outside director and non-executive director(§317②), and must register such directors as classified with the commercial registrar. However, such provision does not necessarily means that shareholders vote separately for each classification of directors, because such interpretation may seriously hurt the purport of cumulative voting. Shareholders may vote separately for the different class of directors in a company where cumulative voting is excluded by the articles of incorporation except for outside directors elections of listed companies. However, where cumulative voting is specifically requested, all the candidates must be voted for altogether regardless of director classes.

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