The judgment below is reversed and the case is remanded to Seoul High Court.

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. As to the grounds of appeal Nos. 2 and 3

(a) 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 stock company and takes office as a director or auditor, he/she may receive remuneration by the time and method of payment determined by the articles of incorporation or resolution of 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, barring special circumstances, such as the invalidation of a resolution of the general meeting of shareholders by appointing directors or auditors, or breach of trust against the resolution of appointment and payment of remuneration made at the general meeting of shareholders because the above passive duties are different from those scheduled to be performed at the general meeting of shareholders, or the above passive duties are different from those scheduled to be performed at the general meeting of shareholders. Thus, it is difficult to deny the qualification of directors and auditors, or to deny the validity of the right to claim remuneration

However, even if a director or auditor’s right to claim remuneration for the passive performance of his/her duties is recognized, the remuneration of the director or auditor shall be paid as compensation for the performance of his/her duties (see, e.g., Supreme Court Decision 77Da1742, Nov. 22, 1977) as remuneration for the performance of his/her duties (see, e.g., Supreme Court Decision 77Da1742, Nov. 2, 197). As such, a reasonable proportional relationship