1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. On July 1, 2016, the Plaintiff was appointed as the representative director of D Co., Ltd. (hereinafter “D”) and the inside director of E Co., Ltd. (hereinafter “E”) and held office until April 14, 2017 in D, and was employed until April 28, 2017 in E.

On the other hand, E is D's subsidiary holding D's 100% shares, and F's holding 79.54% of D's shares in around 2016.

B. D A resolution was adopted at a general shareholders’ meeting held on March 31, 2016 to set the limit on the remuneration of directors for the fiscal year 2016 at KRW 500 million.

C. The Defendant merged D on April 14, 2017, and E on July 31, 2017.

The articles of incorporation and provisions of D and E in connection with the instant case are as follows:

D Articles 50 (Remuneration for Director and Retirement Allowance) (1) The remuneration of directors shall be determined by a resolution of the general meeting of shareholders.

Provided, That in the case of directors performing concurrently the duties of employees, the remuneration for the duties of employees shall be equivalent to that of other employees.

(2) The payment of retirement allowances for directors shall be made by the regulations on the payment of retirement allowances for directors.

E Articles of incorporation Article 33 (Remuneration and Retirement Allowance) The remuneration or retirement allowance of executive officers shall be determined by a resolution of the general meeting of shareholders.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 3, 5, 7, Eul evidence Nos. 1, 5, and 7, the purport of the whole pleadings

2. The plaintiff's assertion

A. D has not gone through an explicit resolution of the general meeting of shareholders on the remuneration of the representative director, and the former representative director G has been paid remuneration according to a resolution on the “case of the limit of remuneration for executive officers” made at the general meeting of shareholders.

However, D and E resolved a general meeting of shareholders with the contents of appointing the Plaintiff as a director, and at the regular general meeting of shareholders held D, they decided as an agenda item, which is naturally premised on the payment of remuneration to the Plaintiff who is appointed as the representative director, and the above resolution is related to the payment of remuneration to the Plaintiff.