All appeals are dismissed.

The costs of appeal by the plaintiff are assessed against the plaintiff and the defendant.

The grounds of appeal are examined.

1. As to the Defendant’s grounds of appeal Nos. 1 through 4

A. Article 388 of the Commercial Act provides that remuneration of a director 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 company creditors by preventing the harmful effects of directors to promote personal interests in relation to their remuneration.

Therefore, in cases where the articles of incorporation provide that the director’s remuneration is determined by a resolution of the general meeting of shareholders, the director cannot exercise his/her right to claim remuneration, unless there is any evidence to prove that the resolution

(See Supreme Court Decision 2012Da98720 Decided May 29, 2014, and Supreme Court Decision 2017Da17436 Decided July 4, 2019, etc. In such cases, “director’s remuneration” includes all the remuneration paid as compensation for the performance of duties by directors, regardless of the name of a monthly salary, bonus, etc. (see, e.g., Supreme Court Decision 2015Da51968, May 30, 2018). The same applies to the amount paid by the company for the purpose of giving a motive to achieve performance or performance by the company under its name of performance, such as performance-based bonus, special bonus, etc.

B. The lower court determined as follows on the grounds stated in its reasoning.

1) The Plaintiff’s articles of incorporation stipulate that the remuneration of directors shall be determined by the resolution of the general meeting of shareholders. The Defendant’s representative director, as the Plaintiff’s representative director, received the money as “special bonus” from 2013 to 2014 (hereinafter “instant special bonus”).

(2) If the Defendant received the instant special performance rating only, a director who is only a major shareholder of the company, without a resolution of the general meeting of shareholders, is expected to have made a resolution even if the general meeting of shareholders was held, it shall be deemed that there was a resolution just because it is anticipated that the resolution was made.