The costs of appeal are assessed against the plaintiffs.

1. As to the ground of appeal on the provision on payment of retirement allowances for executives

A. Article 388 of the Commercial Act provides that remuneration for directors of a stock company shall be determined by a resolution of the general meeting of shareholders when the amount is not determined by the articles of incorporation. Here, remuneration for directors includes retirement allowances or retirement consolation benefits paid as compensation for the performance of duties of directors (see, e.g., Supreme Court Decision 77Da1742, Nov. 22, 197). As such, the Commercial Act’s establishment of remuneration for directors by a resolution of the articles of incorporation or the general meeting of shareholders is intended to protect the interests of the company, shareholders and creditors by preventing harm of the director’s interests in relation to the employment contract (see, e.g., Supreme Court Decision 2004Da49570, Nov. 23, 2006). Thus, even if the correlation between remuneration and duties is not stipulated by the Commercial Act, it shall maintain a reasonable proportional relationship between the duties provided to the company and the remuneration paid by the director, and it shall not be excessively excessive to the extent that it has considerably lost balance by

Therefore, if a director who has retired prior to the retirement due to the loss of management rights in the company has set up an excessive remuneration standard with other directors in order to receive the maximum remuneration from the company and exercised influence on the general meeting of shareholders by taking advantage of his position and exercising influence on the general meeting of shareholders, he is obliged to faithfully perform his duties under Article 382-3 of the Commercial Act.