The judgment below

The part against the defendant is reversed, and that part of the case is remanded to Busan District Court Panel Division.

The grounds of appeal are examined.

1. Legally, the so-called nominal directors, who have the status of director of a stock company, but do not perform substantive duties as director pursuant to the explicit or implied agreement with the company, as institutions of corporate companies, provide the foundation necessary to establish and act as a social entity, and bear the responsibility for breach of their duties with the authority and duties prescribed in the Commercial Act, is not different from general directors. Thus, even if the issue of judicial control over excessive remuneration is separate, the company has the right to claim remuneration determined by a resolution of the articles of incorporation or the general meeting of shareholders pursuant to Article 388 of the Commercial Act.

In addition, barring special circumstances, such as that a director was appointed as a director to pay the company's funds to individuals in the form of payment of remuneration, the fee agreement for nominal directors shall not be deemed null and void as it violates good morals and other social order.

2. In full view of the evidence, the court below acknowledged that a corporation A established or acquired a special purpose corporation by means of lending another person's name and registering it as a shareholder or an officer in order to avoid the restriction of the Mutual Savings Banks Act, and directly engaged in real estate development projects with large loans to the special purpose corporation, and that the corporation D (hereinafter "D") was one of the special purpose corporations established or acquired for this purpose, and the defendant was appointed as D director and registered as D, and was paid the amount of KRW 1 million through KRW 1.5 million per month from D, but did not carry out the actual duties as D director. In light of the purport of the corporate system, the mandatory's right to claim remuneration is only caused by the process of delegated affairs, and it did not perform his duties in light of the purport of the corporate system.