The judgment below is reversed and the case is remanded to Seoul High Court.

The grounds of appeal are examined.

1. Legally, under the so-called nominal director or auditor who has the status of director or auditor of a corporation, but does not perform substantial duties as director or auditor pursuant to an express or implied agreement with the company, is also a corporate body, which provides the foundation necessary for the company to establish and act as a social entity, and bears the responsibility for violation of the obligations under the Commercial Act, as well as the general director or auditor, barring special circumstances such as the appointment of director or auditor as a means to pay the company's funds to individuals in the form of payment of excessive remuneration, separate from judicial control over excessive remuneration, the company has a right to claim remuneration determined by a resolution of the articles of incorporation or the general meeting of shareholders pursuant to Articles 388 and 415 of the Commercial Act.

2. The court below, based on the adopted evidence, found that ① A, in order to avoid the restrictions under the Mutual Savings Banks Act, established or acquired a special purpose corporation by means of lending the name of another person and recording it as a shareholder or an officer, carried out a real estate development project directly with the funds of the special purpose corporation, and the J Co., Ltd. (hereinafter “J”) was one of the special purpose corporations established or taken over for this purpose, and ② the Defendants were appointed as the directors and auditors of J and completed the registration, and paid the amount of KRW 1,00,000 to KRW 3,00,000 per month from J, but did not carry out the actual duties as the directors and auditors. After recognizing that the mandatory’s right to demand remuneration was only carried out by performing delegated duties, the Defendants did not perform the actual duties as the directors and auditors.