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During the last decades, the auditing system has been one of the most crucial subject to improve the corporate governance in Commercial Law. After the economic crisis of IMF period, Commercial law adopted the “Audit Committee in US” in addition to the Auditor in two-tier system. However, due to the difference of the systems between the Auditor and Audit Committee, there are vague scopes, collision and overlap of duties between the board of directors and audit committee. Therefore, the relationship between the board of directors and audit committee should be defined and the scopes between the auditor and the audit committee should be clarified. On top of that, it all comes to how to operate the corporate auditing system appropriately no matter which system has been adopted. This Article has sought to explore the premises to operate the corporate auditing system appropriately, which are independence and expertise. For independence and expertise, auditors need the accurate information and assistances. Furthermore, this Article has suggested the status and improvement of corporate auditing system with the empirical analysis by the Korea Listed Companies Association. And the empirical analysis showed that the corporate auditing system is in lack of information and assistances, whether an auditing system or an audit committee. Also, the current Commercial law lacks measures ensuring independence of the auditing agency and the audit committee. To obtain the accurate information and assistances for being independence and expertise, as a general proposition, this Article proposes (1) Commercial law encourages all corporations to adopt an auditing system or an audit committee on its own choice. (2) the law should mandate all listed companies to adopt full-time auditor or full-time audit committee. (3) the law should mandate all listed companies to adopt subsidiary auditing mechanism.