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Commercial Act — Article 382 (Appointment of Directors, Relationship with Company and Outside Directors)

상법 제382조

This English translation is based on the Korean text effective 2018-12-19. The Korean law has since been amended (current version effective 2026-09-10) — check the Korean original.

(1) Directors shall be appointed at a general meeting of shareholders.

(2) The provisions of the Civil Act regarding delegation shall apply mutatis mutandis to the relationship between the company and the directors.

(3) Outside directors are directors who are not engaged in the regular business of the relevant company, and do not correspond to any of the following subparagraphs. Where any outside director falls under any of the following subparagraphs, he/she shall be removed from office: <Amended by Act No. 10600, Apr. 14, 2011>

1. Directors, executive directors and employees who are engaged in the regular business of the relevant company, or directors, auditors, executive directors and employees who have engaged in the regular business of the relevant company within the latest two years;

2. The principal, his/her spouse, lineal ascendants, and lineal descendants, in cases where the largest shareholder is a natural person;

3. Directors, auditors, executive directors and employees of the corporation, in cases where the largest shareholder is a corporation;

4. The spouses, lineal ascendants, and lineal descendants of directors, auditors and executive directors;

5. The directors, auditors, executive directors and employees of a parent company or a subsidiary company of the relevant company;

6. Directors, auditors, executive directors and employees of a corporation which has a significant interest in the relevant company, such as business relations with the company;

7. Directors, auditors, executive directors and employees of another company for which directors, executive directors and employees of the relevant company serve as directors and executive directors.[This Article Wholly Amended by Act No. 9362, Jan. 30, 2009]

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