감사위원회 모범규준 개선방안 연구

초록

The Korea Corporate Governance Service (currently the Korea ESG Standards Institute) enacted and announced the Audit Committee Best Practice Guidelines in 2018. These guidelines constitute soft law that presents best practices, allowing firms to voluntarily determine the scope of their compliance. Recent amendments to the Commercial Act, particularly the strengthening of separate elections for audit committee members, have renewed attention to the role and responsibilities of audit committees, highlighting the need to reassess the guidelines in light of the evolving regulatory environment. Accordingly, this study examines best practices in advanced foreign jurisdictions and proposes measures to enhance the independence, expertise, and eff ectiveness of audit committees. The study finds that audit committees should include at least two accounting and financial experts, with assessments of accounting expertise considering substantive experience in addition to formal qualifications. Non-expert audit committee members should possess a minimum level of financial literacy. The introduction of gender diversity requirements should also be considered. Further, audit committee members’ expertise should be strengthened through balanced internal and external training, and long-term equity-based compensation is preferable to short-term performance-based incentives. In addition, the independence and professionalism of the internal audit function should be ensured. Finally, audit committees should independently conduct the appointment, oversight, and evaluation of external auditors. These measures are expected to strengthen audit committees’ oversight of management and enhance the transparency of financial reporting in Korea.

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