퇴직금 청구사건
The plaintiff's claim is dismissed.
Litigation costs shall be borne by the plaintiff.
1. From January 9, 2017 to January 31, 2020, the Plaintiff was actually registered as a representative director injured in the registration of a corporation, and was discharged from office while receiving remuneration for the vice president’s position as an executive officer of the Defendant Company.
[Ground] Facts without dispute, Gap evidence Nos. 1 and 4, the purport of the whole pleadings
2. Determination as to the cause of claim
A. According to the Plaintiff’s alleged executive remuneration provision (Evidence A No. 3), the Defendant Company is obligated to pay to the Plaintiff the retirement allowance of KRW 91,890,410 (=retirement allowance of KRW 36,756,164) and delayed damages therefrom, even though the Plaintiff’s claim payment of KRW 2.5 times retirement allowance was stipulated to be made in advance on retirement.
B. 1) Article 388 of the Commercial Act provides that remuneration of directors shall be determined by a resolution of the general meeting of shareholders unless the amount is determined by the articles of incorporation.
This is a mandatory provision to protect the interests of the company, shareholders and creditors by preventing the harmful effects of directors to promote their personal interests in relation to their remuneration.
Therefore, in cases where the articles of incorporation provide that the remuneration for directors shall be determined by a resolution of the general meeting of shareholders, barring any evidence to prove that there was a resolution of the general meeting of shareholders on the payment method of the amount, payment method, etc., a director cannot exercise his/her right to claim remuneration (see Supreme Court Decision 2017Da17436, Jul. 4, 2019) (see Supreme Court Decision 201Da17436, Jul. 4, 2019).
In accordance with the above legal principle, as to whether there was a resolution of the general meeting of shareholders on the gold in favor of the plaintiff's plaintiff's plaintiff's plaintiff's officer's retirement, the evidence supporting the plaintiff's assertion is difficult to be viewed as a valid provision made by the resolution of the general meeting of shareholders in light of the evidence No. 3 in light of the statement of evidence No. 3.
There is no other evidence to acknowledge it (A.).