Role and funcction of statutory auditor under Korean law

The office of statutory auditor is unique in Korea. It differs from outside auditor, who is an accountant and audits financial statements of a company. The most important function of the statutory auditor is to supervise and audit whether the directors properly discharge their duties. To this end, the statutory auditor may attend meetings of the board of directors, express opinion at such meetings and sign the meeting minutes. The statutory auditor may also require the directors to report to him on the business operation of the company. In any litigation between the company and any of its directors of the company, the statutory auditor represents the company. The powers of statutory auditor also include the power to investigate the financial condition of the company and audit whether the financial statements are prepared and maintained in an appropriate manner (this is independent from and in addition to audit by the outside auditor). The statutory auditor may also prepare an audit report and submit the same to the shareholders, request convocation of and attend the shareholders meeting.

By law, all joint stocks corporations must have at least one (non-standing) statutory auditor. (In case of a publicly traded company, depending upon the amount of total company assets, either at least one full-time statutory auditor or an audit committee is required.) The statutory auditor is elected at the shareholders meeting by an ordinary resolution and can only be removed by the shareholders by a special resolution (i.e., affirmative votes of at least two-thirds of the shares present or represented at a duly-convened shareholders meeting, but in no event less than one-third of the total issued and outstanding shares).