Sam-il PwC Seminar "The Responsibility Gap Between Inside and Outside Directors Will Narrow"

Over 270 Attendees Including Audit Committee Members and Outside Directors of Listed Companies
Amendment to Commercial Act Strengthens Directors' Responsibilities
Emphasis on Board Accountability Due to Surge in Individual Investors

Samil PwC Governance Center held a seminar on the 21st at the Four Seasons Hotel Seoul in Jongno-gu, Seoul, under the theme "New Challenges for the Board of Directors: Duty of Loyalty and Practical Value-Up Measures," discussing ways to strengthen the board’s responsibilities and enhance corporate value. About 270 participants, including audit committee members and outside directors of listed companies, attended the event, engaging in in-depth discussions on the amendments to the Commercial Act and changes in corporate governance.

Yoon Hoon-soo, CEO of Samil PwC, is delivering the opening remarks at the seminar "New Challenges for the Board of Directors: Fiduciary Duties and Practical Value-Up Strategies" held on the 21st at the Four Seasons Hotel Seoul. Photo by Samil PwC.

Hwang Hyun-young, a research fellow at the Korea Capital Market Institute, gave a presentation in the first session titled "Discussion and Impact of the Commercial Act Amendments Related to Directors’ Duty of Loyalty." He explained directors’ liability for damages and the background of the amendments, providing a comparative analysis of the amendments’ impact on companies. Research Fellow Hwang pointed out, "Depending on the specific contents of the Commercial Act amendments, directors’ responsibilities may be strengthened."

Professor Kim Hwa-jin of Seoul National University School of Law moderated the session and led discussions with experts. Professor Kim stated, "With the rapid increase of individual investors, the responsibilities and duties of the board of directors will be further emphasized." Professor Jung Joon-hyuk of Seoul National University advised, "The board must make informed decisions based on sufficient information and bear a sense of responsibility beyond what the law requires."

Professor Kim Yoo-sung of Yonsei University Law School emphasized, "Whether a director has sufficiently collected and reviewed information is key to proving the duty of loyalty," adding, "The difference in responsibility between inside and outside directors will gradually diminish."

In the second session, Kim Yong-beom, head of Samil PwC Value-Up Support Center, presented on "Analysis of the Causes of the Korea Discount and Practical Value-Up Measures." Center Head Kim introduced value-up disclosure cases of Japanese companies, stating, "Value-up is a process of building market trust in the long term," and emphasized, "The board of directors should actively participate from the early stages of the value-up plan."

Samil PwC Governance Center recently conducted a survey targeting outside directors of listed companies to analyze the current status of board operations. Through the results announcement, they proposed directions for improving corporate governance reports and the need for changes in the composition of boards of listed companies.

Jang On-gyun, head of Samil PwC Governance Center, stated, "The amendments to the Commercial Act and the government’s value-up program share the common goal of enhancing corporate value," adding, "The Governance Center will continue to provide ways to support the practical work of boards and audit committees in line with institutional changes."