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董事会是公司治理结构中的决策机构,董事作为其组成人员,他们的管理和经营行为,对公司内外都会产生重要影响,为了规范董事的经营决策行为以实现公司以及股东的利益最大化,韩国在商法中规定了董事要承担善管注意义务和忠实义务。善管注意义务包括善管义务、监视义务、报告义务。忠实义务包括竞业禁止义务和董事自身交易限制义务。韩国商法通过善管注意义务和忠实义务的规定,旨在完善公司治理制度,达到良好的公司治理的效果。
The board of directors is the decision-making body in the corporate governance structure. As a member of the board of directors, their management and business conduct will have a significant impact both inside and outside the company. In order to standardize the business decision-making behavior of directors to maximize the interests of the company and its shareholders, Commercial law stipulates that directors should take good care of their duty of care and faithful obligations. The duty to pay attention to good management includes good management, monitoring and reporting obligations. Loyal obligations include non-competition obligations and directors’ own transaction restriction obligations. The Korean Commercial Law, through the care and loyalty obligations of good governance, aims to perfect the corporate governance system and achieve the effect of good corporate governance.