[Plaintiff, Appellant]
[Defendant, Appellee] Kyunghwadang Co., Ltd., Attorney Roh Seung-du, Counsel for Defendant
[Lower Court Judgment] Seoul High Court Decision 91Na64632 rendered on May 22, 1992
[Order]
The appeal is dismissed.
The costs of the appeal shall be borne by the Plaintiff.
[Reasoning]
We examine the grounds of appeal.
A director or other executive officer holding the authority to execute the business affairs of a company is, even if he is not a shareholder of the company, entrusted by the company with the handling of certain business affairs. Accordingly, absent special circumstances, such a person is not in an employment relationship whereby he provides prescribed labor under the direction and supervision of an employer in return for a prescribed wage, and thus cannot be deemed a "worker" under the Labor Standards Act (근로기준법) (see this Court's Decision 87Daka2268 rendered on June 14, 1988). Furthermore, where the articles of incorporation and relevant statutes provide that the remuneration or retirement allowance of a director shall be determined by resolution of the general meeting of shareholders, the director cannot exercise a claim for such remuneration or retirement allowance unless there is evidence proving that a resolution of the general meeting of shareholders was adopted concerning the amount, method of payment, timing of payment, and the like (see this Court's Decision 81Da343 rendered on March 22, 1983).
As for the Plaintiff's claim in this case seeking payment of retirement allowance or retirement consolation money corresponding to the period during which he served as auditor, representative director, etc. of the Defendant company, based on Article 388 of the Commercial Act (상법) or on the provision of the Defendant company's articles of incorporation that the retirement allowance of a retired executive officer shall be determined by resolution of the general meeting of shareholders, the lower court's disposition dismissing this claim on the ground that there is no evidence proving that a resolution of the general meeting of shareholders was implemented, in accordance with the aforementioned legal principle, is upheld as it stands. It cannot be said that there is any illegality therein, such as a misunderstanding of the legal nature of retirement allowances as argued by the Plaintiff, or an insufficiency of reasoning due to incomplete deliberation. The precedent relied upon by the Plaintiff's argument (this Court's Decision 77Da1742 rendered on November 22, 1977) concerns a case where the retirement consolation money regulations provided that the retirement consolation money for executive officers should be calculated as the amount obtained by multiplying the monthly remuneration at the time of retirement by the payment ratio set forth in the attached payment ratio table according to years of service, and be paid subject to the approval of the general meeting of shareholders; this precedent is not appropriate to be invoked in the present case. None of the grounds of appeal have merit.
Therefore, the appeal is dismissed, and the costs of the appeal are to be borne by the losing party. This judgment is rendered as stated in the Order by the unanimous opinion of the participating Justices.