2. The costs of lawsuit shall be borne by the Plaintiff.

A. On June 5, 2012, the Plaintiff and C established the Defendant Company, and thereafter, the Plaintiff was holding 25,000 shares out of the total number of shares issued by the Defendant Company and held office as an internal director of the Defendant Company.

B. On June 5, 2015, the Plaintiff retired from the inside director of the Defendant Company.

C. Article 45 of the articles of incorporation of the defendant company provides that “Remuneration or retirement allowances of executive officers who retired shall be determined by a resolution of the general meeting of shareholders.” However, no resolution was made on remuneration or retirement allowances of executive officers of the defendant company until the incorporation of the defendant company.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 4, Eul evidence Nos. 1 through 4, Eul evidence Nos. 7 through 10 (including each number), witness D's testimony, the purport of the whole pleadings

2. The Plaintiff’s assertion did not receive wages of KRW 107,000,000 from the Defendant Company from July 2012 to September 2015. The Defendant Company is obligated to pay the Plaintiff 91,50,000,000, deducting KRW 15,500,000 for which the extinctive prescription has already lapsed, from the amount of unpaid wages of KRW 107,00,00, and damages for delay.

3. Determination

A. Article 388 of the Commercial Act provides that “The remuneration of directors shall be determined by a resolution of the general meeting of shareholders, if the articles of incorporation does not provide for the amount of remuneration.” Here, the remuneration of directors is a kind of remuneration which is paid in return for the performance of duties of directors regardless of the name of monthly salary, bonus, etc., and retirement allowances or retirement consolation benefits paid in return for the performance of duties while in office.

Since the above provision is a mandatory provision, if there is no evidence to prove that there was a resolution of the general meeting of shareholders on the amount, time, method, payment method, etc. of remuneration or retirement allowance for directors where the articles of incorporation provides for remuneration or retirement allowance by a resolution of the general meeting

Supreme Court Decision 201No. 5. 5. 5.