1. The plaintiff's appeal is dismissed.

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

The purport of the claim and appeal is the purport of the appeal.

The court's explanation of this case is as stated in the reasoning of the judgment of the first instance, except for the following dismissal or addition of the plaintiff's court's decision on the argument in this case. Thus, it shall accept it in accordance with the main sentence of Article 420 of the Civil Procedure Act.

E. Article 1-5 of the first instance judgment

Paragraph (3) (Nos. 6 through 8) shall be chips as follows.

E. Meanwhile, as of December 31, 2017, according to the Defendant’s shareholder registry, the Defendant’s shares were owned by C’s representative director C 15.28%, D 43.23%, Plaintiff 21.83%, E, and F, 3.18%, G 12.5%, and H 0.76%.

The summary of the plaintiff's argument on the plaintiff's argument in this court is that the defendant paid retirement allowances without a separate resolution of the general meeting of shareholders even at the time of retirement of G and I, and when appointing the plaintiff as a managing director, it was operated in lieu of the defendant's representative director C and maximum shareholder D with the method of obtaining approval in writing on important business matters, such as appointing the plaintiff as a managing director without the resolution of the general meeting of shareholders. Thus, it is established as a practice of paying retirement allowances through written approval in lieu of the resolution of the general meeting of shareholders. Therefore, the defendant is liable to pay

Judgment

According to Article 388 of the Commercial Act, remuneration for directors of a stock company shall be determined by the resolution of the general meeting of shareholders if the amount of remuneration for directors or retirement allowances is not determined by the articles of incorporation. If the articles of incorporation provide that the remuneration for directors or retirement allowances shall be determined by the resolution of the general meeting of shareholders, it may not exercise the right to claim remuneration for directors or retirement allowances unless there is any evidence

Supreme Court Decision 9Da72484 delivered on December 26, 2000, Supreme Court Decision 2003Da24123 Delivered on October 24, 2003