The judgment below

The part against the Defendants is reversed, and that part of the case is remanded to the Seoul High Court.

The grounds of appeal are examined.

1. Where a person appointed as a director or auditor at a general meeting of stockholders of a stock company enters into a contract with the company and takes office as a director or auditor, he may receive remuneration by the amount, time and method of payment determined by the articles of incorporation or the general meeting of stockholders pursuant to Articles 388

In light of this, even if directors and auditors appointed at a general meeting of shareholders comprehensively delegate their duties to other directors, etc. according to the explicit or implied agreement with the company, and fail to perform their substantial duties as directors and auditors, they are legally responsible under Articles 399, 401, and 414 of the Commercial Act as directors and auditors. Thus, the validity of a resolution of the general meeting of shareholders that appoints directors and auditors are invalid, or the above passive duties are contrary to the above passive duties expected to be performed at the general meeting of shareholders, barring special circumstances such as breach of trust in violation of the resolution of appointment and payment of remuneration, even though directors and auditors appointed at the general meeting of shareholders comprehensively delegate their duties to the above passive reasons for performing their duties, it is difficult to deny the qualification as directors and auditors, or to deny the validity

However, even if a director or auditor's right to claim remuneration is recognized for the passive performance of duties, remuneration of the director or auditor shall be paid as compensation for the performance of duties (see, e.g., Supreme Court Decision 77Da1742, Nov. 22, 1977). As such, a reasonable proportional relationship should be maintained between the consideration that the director or auditor provided to the company and the remuneration that the director provided to the company, and thus, the remuneration shall be excessive to the extent that the remuneration exceeds a reasonable level and is considerably balanced, or a director or auditor was appointed as a means to pay the company's funds to individuals in the form of payment of remuneration.