(a) Whether officers such as directors of the company are workers under the Labor Standards Act;

B. Where the articles of incorporation, etc. requires a resolution of a general meeting of shareholders on remuneration or retirement allowances for directors, whether a director may claim remuneration or retirement allowances without a resolution of the general meeting of shareholders (negative)

A. An officer, such as a director, who has an executive authority of a company, is delegated to handle certain affairs by the company even if he/she is not a shareholder of the company. Thus, barring any special circumstance, the officer is not an employee under the employer’s direction and supervision, providing certain labor and receiving prescribed wages, and thus, is not

(b) No director may exercise his/her right to demand remuneration or retirement allowance of directors, unless there is any evidence to prove that a resolution of the general meeting of shareholders on the amount, payment method, payment date, etc. is made, where remuneration or retirement allowance of directors is prescribed by the articles of incorporation

(a)Article 388 of the Commercial Code, Article 14 of the Labor Standards Act;

A. Supreme Court Decision 87Meu2268 delivered on June 14, 198 (Gong1988, 023) (Gong1023). Supreme Court Decision 81Da343 delivered on March 22, 1983 (Gong1983, 728)

Plaintiff

Attorney Noh Jeong-chul et al., Counsel for the defendant-appellant

Seoul High Court Decision 91Na64632 delivered on May 22, 1992

The appeal is dismissed.

The costs of appeal are assessed against the plaintiff.

We examine the grounds of appeal.

An officer, such as a director with executive authority, is not a shareholder of a company but delegated by the company to conduct certain affairs. Thus, barring any special circumstance, such officer cannot be deemed an employee under the Labor Standards Act because he/she provided certain labor under the employer’s direction and supervision and received certain wages (see, e.g., Supreme Court Decision 87Meu2268, Jun. 14, 198). In cases where the articles of incorporation and relevant statutes stipulate that remuneration or retirement allowances of a director shall be determined by the 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 date, etc., the director’s right to claim remuneration or retirement allowances may not be exercised (see, e.g., Supreme Court Decision 8

Article 388 of the Commercial Act or retirement allowances for officers of a retired company shall be determined by the resolution of the general meeting of shareholders under the provisions of the articles of incorporation of the defendant company as to the plaintiff's claim in this case seeking the payment of retirement allowances corresponding to the period of service as the auditor, representative director, etc. of the defendant company, without any evidence to prove that the resolution of the general meeting of shareholders was implemented in accordance with the above legal principles, and it shall be acceptable to dismiss this case, and there shall be no errors in the misapprehension of the legal nature of retirement allowances such as theory or incomplete hearing, or there shall be no errors in the misapprehension of the legal nature of the reasons due to insufficient deliberation, etc., and there shall be no arguments in the Supreme Court Decision (Law No. 77Da1742 delivered on Nov. 22, 1977) which found that the retirement allowances for officers of a retired company shall be paid by the amount calculated by multiplying the monthly remuneration at the time of

Therefore, the appeal is dismissed and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.