The plaintiff's appeal is dismissed.

Expenses for appeal shall be borne by the plaintiff.

Purport of claim and appeal

purport.

1. The grounds for appeal by the plaintiff citing the judgment of the court of first instance are not significantly different from the allegations in the court of first instance, and the evidence submitted in the court of first instance is acknowledged as legitimate in finding facts in the court of first instance and determining even if the result of the fact-finding reply to the Seoul Central District Court was

Therefore, the reasoning for this court's explanation is as follows, except for the plaintiff's assertion added or emphasized by this court as to the assertion added or emphasized by this court, since the ground for the first instance judgment is the same as the ground for the second instance judgment.

2. Additional determination

A. The defendant asserted that he was appointed as representative director solely in the form of payment of the plaintiff's remuneration.

In addition, since the defendant did not actually perform his/her duties, the remuneration received by the defendant is excessive to the extent that he/she goes beyond a reasonable level and has lost a significant balance, and thus, the part or whole of the right to claim remuneration should be limited and thus,

(b) Where a person appointed as a director or auditor at a general meeting of shareholders of a 1-related law company takes office as a director or auditor upon entering into a contract with the stock company, he/she may be remunerated by the amount, time and method of payment determined by the articles of incorporation or the resolution of the general meeting of shareholders pursuant to Articles 388 and 41

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 do not perform their substantial duties as directors and auditors, they are legally responsible as directors and auditors under Articles 399, 401, and 414 of the Commercial Act. Thus, the validity of the resolution of the general meeting of shareholders that appointed or determined the directors and auditors is invalid, or the above passive duties are performed.