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This article was published on January 22, 2021 at 08:21 The Bell Paid PageIt is an article expressed in

On January 18, Samsung’s Vice Chairman Lee Jae-yong was sentenced to two years and six months in prison at a repatriation trial for the destruction of the Gukjeong Nongdan. In October 2019, the Supreme Court pleaded guilty to the charge of giving a bribe of 8.68 billion won in return money, along with a request from the defendant to the former President Park Geun-hye for help with the succession of management rights of the Samsung Group. However, the reason it took more than a year is because of the Compliance Committee newly established by Samsung, because the court said it could consider it for sentencing.

The court ordered Samsung to improve the compliance system, not to establish a compliance committee. And no matter who listens, it was heard that if the order was fulfilled well, it would be reflected in the sentencing. Civic groups protested. It is to look after. He also pointed out that the US precedents and sentencing system that the judiciary has in mind reflects the existence and operation of an effective compliance monitoring system in the reduction of responsibility when a company’s own crimes lead to individual responsibilities of management through punishment regulations. That’s the correct point. But what we’re doing in America doesn’t mean we have to bring it. In the United States, we are doing so, and with reference to the purpose, we can do it differently.

It was very encouraging that the compliance system emerged in the case where public attention was focused. But something unexpected happened. Samsung came out with a completely different prescription called the’Compliance Monitoring Committee’. On the surface, it seemed much more radical than maintaining the compliance system of each affiliate. The scale was large, and the form in public opinion was different. There was an unexpected appearance in which the person appointed as the chairman even held a press conference.

Samsung creatively interpreted the message of the judges emphasizing compliance. However, the problem was a new’experiment’ without precedents and legal basis, so it was necessary to evaluate its effectiveness. The court did not reflect it in the sentencing in the end, even though it recognized the sincerity of the Compliance Committee because it was not verified. For the defendant, the most anticipated part was unfortunately failed.

In retrospect, it was an adventure. The Compliance Committee is a new body made up of many outsiders and working outside the company. Despite being given the duty to monitor the compliance of corporations, there was no basis for existence and authority in the corporate law, so it signed contracts with major affiliates of Samsung. Law school freshmen are well aware of the difference in the power of collective law and contract law.

Furthermore, the Compliance Committee was set up with a very high status. Although they signed contracts with each company, they even took on the task of monitoring the chiefs, so they are almost the best organization. However, there is no organization that can dominate the board of directors of a corporation in our legal system. So the status is ambiguous. Furthermore, it has a different function from the abolished future strategy room because it is outdated, but resembles somewhere. In the future, Samsung should carry out the responsibility of each subsidiary with independence, whether it is management or compliance monitoring. An all-encompassing high-level organization is not desirable. If coordination is needed, organic cooperation is correct, not an organizational method.

Although there is a lot of controversy over the big season, the board of directors is a system that has been created and used by humans for more than 300 years. The fact that it still exists means that it has passed verification. Had Samsung’s board of directors reinforced their commitment to compliance and made an effort to supplement them, the judiciary would not have said that the board would verify the effectiveness of the system. It would have been enough to confirm the will and check the actual improvements. And I think the test would have been relatively easy to pass.

Samsung said it will continue the Compliance Committee in the future. It seems that this is because if we disband now, we can be criticized for being the head of the head. However, there is nothing to be accused of installing it for the sentencing of the chief. If the Compliance Committee was indifferent to Lee’s sentencing, it would not be a business intention. There is no fault with those who came up with the new idea of ​​the Compliance Committee and tried to run it. We did our best, and the Compliance Committee also performed unmatched by Samsung’s board of directors.

The essence of the problem is the inherent flaw of the Compliance Committee. There is no need for the board of directors and executives of each of the Samsung Group companies to carry this burdensome and awkward organization overhead. There are aspects of the composition that do not fit the purpose. The function can be absorbed by the board of directors of each company. There is a high possibility that the Compliance Committee will lose its presence regardless of the will of Samsung and Vice Chairman Lee Jae-yong. The issue of succession to the fourth generation, which he pointed out as the biggest compliance risk, was also solved by eliminating the problem itself. Samsung’s Compliance Committee should be dissolved, strengthen the functions and responsibilities of the board of directors of each company, and develop the compliance system in that context.