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.

1. Basic facts

A. On March 31, 2015, Defendant Company (Co., Ltd. prior to the change) held a general meeting of shareholders on March 31, 2015 and passed a resolution to determine “total amount of remuneration or maximum amount of remuneration” for directors as KRW 2 billion.

B. On December 18, 2015, the Plaintiff was appointed as a director at the shareholders’ meeting of the Defendant Company and registered as a director, and resigned on March 25, 2016.

C. Meanwhile, in the business report of the Defendant Company in 2015, the total remuneration of five registered directors is KRW 3.4 million per capita and the average remuneration per capita.

[Ground of recognition] Facts without dispute, Gap 1, 2, Eul 2 and 6 (including additional numbers), the purport of the whole pleadings

2. The Plaintiff asserts that the Plaintiff has a duty to pay KRW 19,99,99 (the average remuneration per person stated in the business report ± 80 million ± 12 months x 3 months) as remuneration during the pertinent period, since the Plaintiff was in office as a full-time director for three months from December 18, 2015 to March 24, 2016.

According to Article 388 of the Commercial Act, remuneration for directors of a stock company shall be determined by a resolution of the general meeting of shareholders if the articles of incorporation provides that the amount of remuneration for directors or retirement allowances shall be determined by a resolution of the general meeting of shareholders. In cases where the articles of incorporation provides that remuneration for directors or retirement allowances shall be determined by a resolution of the general meeting of shareholders, the director may not exercise his/her right to claim remuneration

(2) Article 37(1) of the Articles of incorporation of the Defendant Company provides that “The remuneration of directors shall be determined by a resolution of the general meeting of shareholders” (see, e.g., Supreme Court Decision 2004Da25123, Dec. 10, 2004). The resolution of the general meeting of shareholders on March 31, 2015 only decided the ceiling of the total remuneration of the directors of the Defendant Company, and only the amount on which the average remuneration per director per director is stated in the business report shall be determined by the resolution of the general meeting of shareholders.”