1, Preface Under Korean Commercial Code(hereinafter referred to as "Code"), stock companies are divided into four groups(namely, small stock company, medium unlisted stock company, medium listed stock company and big listed stock company). A stock company whose total sum of capital is under one billion Korean Won, is divided into the small stock company. A stock company whose total sum of capital is one billion or more and whose stocks are not listed in Korean Exchange, is divided into the medium unlisted stock company. A stock company whose total sum of capital is one billion or more and whose stocks are listed in Korean Exchange, is divided into the medium listed stock company. A stock company whose total sum of assets in the end of the latest business year is two thousand billion or more Korean Won and whose stocks are listed in Korean Exchange, is divided into the big listed stock company. 2. A Small Stock Company A small stock company may hav on or two directors as recutive organ (Code § 383 CD s. 2). In other words, a small stock company may not have the board of directors system. Each directoruhe representative director, if the Article of Incorporation provides it between two directors) in this company represents the company any and decide executive matter instead of the board of directors(Code § 383 (§:)). The shareholders`` meeting in this company supervises the administration of the affairs of the company by one or two directors as executive organ. A small stock company may not have any auditort (Code § 409 ④). The shareholders`` m ting in this company audits this adminlstration of the affairs of the company by on or two directors as x exective organ(Code § 409⑥). 3. A Medium Unlisted tock Company (I) A Medium Unlisted tock Company without Executive Officers System 1) A medium Unlisted rock company without executive officers system hall have the board of directors and the representative director as executive organ(Code §§ 393 CD, 389). The board of director in this company also supervises the adminisration of the affairs of the company by the (representative) directors(Code § 393②). In other words, the board of directors in this company holds two positions(executive function and supervi ion function and supervision function) concurrently 2) A medium Unlisted rock company without executive officers system may have the auditor(Code §§ 409-415) or the audit committee(Code §§ 409~415-2) as auditing organ. But I propose that this company should have only the auditor in order to increase tile function of auditing. (2) A Medium Unlisted tock Company with Executive Officers system 1) A medium unlisted stock company with executive officers system shall have the officers as executive organ(Code § 408-4). The board of directors in this company supervises the administration of the affairs of the company by the executive officers(Code § 408-2 ③). The function of supervision by the board of directors is very meaningful, because the executive organ(executive officers) is separated from supervisory board of directors in this company. 2) A medium unlisted stock company with executive officers system may have the audit committee(Code §§ 409~415) or the audit committee(Code § 415-2) as auditing organ. But I propose that this company should have only the audit commit in order to save the unnecessary procedure and money. Therefore, Korean Commercial Code Article 415-2 Paragraph 1 Sentence 1 should be r vised as following: "A stock company with executive officers system should have the audit committee instead of the auditor." 4. A Medium Listed Stock Company A medium Ii ted tock company is similar to a medium unlisted stock company. But a medium Ii ted tock company should have a quarter or more outside directors of total directors of the company(Code § 542-8 ①s.1). And the reasons for disqualification of outside directors are added(Code § 542-8②). 5. A Big Listed rock Company (1) A Big Li ted rock Company without Executive Officers System1) A big Ii ted stock company without executive officers system shall have the board of directors(executive board of directors) and the representative director a executive organ(Code §§ 393 CD, 389). But this company should have three persons or more and a majority outside directors of total directors(supervisory board of directors)(Code § 542-8 ①s. 2). 111e board of directors with a majority outside directors supervises the administration of the affairs of the company by the executive officers on the premise of the stock company with executive officers system. Therefore, it is dearly contradictory and make both functions of the administration and the supervision of the board of directors drop off at the same time that a big stock company without executive officers system(namely, a big stock company with the executive board of directors) should have a majority outside directors of total directors(supervisory board of directors)(Code § 542-8 ① s. 2). I propose that only the big listed stock company with executive officers system should have three persons or more and a majority outside directors of total directors(supervisory board of directors)(Code § 542-8 ①s.2). Therefore, Korean Commercial Code Article 542-8 Paragraph 1 Sentence 2 should be revised as my proposal. 2) A big listed stock company without executive officers system should have the audit committee as auditing organ(Code § 542-11 (1). r propose that this company should have only the auditor in order to increase the function of auditing, because the audit committee system is the system on the premise of the stock company with executive officers system. (2) A Big Listed Stock Company with Executive Officers system 1) A big listed stock company with executive officers system shall have the executive officers a executive organ(Code § 408-4). The board of directors with a majority outside directors of total director (Code § 542-8 (1) s.2) in this corn] any supervises the administration of the affairs of the company by the executive officers(Code § 408-2 ③) The function of supervision by the board of directors with a majority outside directors will take good effect, because the executive organ(executive officers) is separated from the supervisory board of directors and the supervisory board of directors is composed mostly of independent directors(outside directors). 2) A big listed stock company with executive officers system should have the audit committee as auditing organ(Code § 542-11 ①. It``s very desirable, I propose that the members of audit committee should be appointed and removed by not the shareholders`` meeting but the board of directors(Code § 383-2② Nr.3). For this purpose, Korean Commercial Code Article 542-11 and 542-12(except the regulation of the auditor) should be deleted.