1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

1...

1. The Plaintiff’s assertion: (a) from August 22, 2016, the Defendant Company received wages of KRW 5 million per month from the Defendant Company; (b) was actually engaged in its business as a non-registered representative director; and (c) from January 1, 2017, the Defendant was not paid wages from November 21, 2017 to November 21, 2017; (d) the Defendant is obligated to pay the Plaintiff wages of KRW 53,50,000 (=5,000,000) and delay damages therefrom.

2. Since the representative director does not constitute a worker under the Labor Standards Act, the representative director’s wages or retirement allowances do not constitute the prescribed wages under the Labor Standards Act, and Article 388 of the Commercial Act provides that remuneration for the director of a stock company shall be determined by a resolution of the general meeting of shareholders, if not

It is necessary to determine the remuneration of directors by the articles of incorporation or the resolution of the general meeting of shareholders because the Commercial Act aims to protect the interests of the company, shareholders and company creditors by preventing the harmful effects of directors' private interests in connection with the employment contracts. Therefore, a reasonable proportional relationship should be maintained between the duties and remuneration

(1) In cases where the articles of incorporation, etc. provide for the payment of a director’s remuneration or retirement allowance by a resolution of the general meeting of shareholders, barring any evidence to prove that there was a resolution of the general meeting of shareholders on the amount, payment method, payment period, etc. of the amount of remuneration or retirement allowance, the director cannot exercise his/her right to demand remuneration or retirement allowance (see, e.g., Supreme Court Decisions 79Da1599, Nov. 27, 1979; 92Da2828, Dec. 22, 1992; 99Da72484, Dec. 26, 200; 200; 203Da24123, Oct. 24, 203; 567 of the Commercial Act); and even if the Plaintiff actually dealt with the affairs of the Defendant company, the said provision shall apply mutatis mutandis to the limited liability company (see, e.g., Supreme Court Decision 9Da7284, Dec. 26, 2000).