CAJ | 학술논문

董事决策受到理性与情感的双重影响。董事可能因互惠、群体思维和群体偏好而无意识地“董董相护”，大脑在单纯接触效应、框定效应、群体共同行动以及恐惧性反应下的认知偏差和生物本能也可能自发地“董董相护”。对于这种结构性偏见的问责，理性范式下的忠实路径过于苛刻，注意路径又过于尊重，亦步亦趋地与其相挂钩的中间审查标准亦无能为力。诚信路径契合了结构性偏见下董事问责的制度需求，通过对董事决策实施合理性审查，填补问责空隙，增强对这一中间地带问责的有效性。
동사결책수도이성여정감적쌍중영향。동사가능인호혜、군체사유화군체편호이무의식지“동동상호”，대뇌재단순접촉효응、광정효응、군체공동행동이급공구성반응하적인지편차화생물본능야가능자발지“동동상호”。대우저충결구성편견적문책，이성범식하적충실로경과우가각，주의로경우과우존중，역보역추지여기상괘구적중간심사표준역무능위력。성신로경계합료결구성편견하동사문책적제도수구，통과대동사결책실시합이성심사，전보문책공극，증강대저일중간지대문책적유효성。
The director is not merely a rational ＂economic person＂. His decision is the mixture of rationality and emotion. It＇s natural and known that they may practise favoritism in making cor- porate decisions in case of interest conflict. However, even there is no such interest conflict, they may still fail to stick to the supremacy of corporate interest and stockholders＇ interest in decisions involving their fellow directors and executives. Instead they may unconsciously follow the trail of acquaintanceship, affection and face, and put their colleagues＇ interests before the interests of the corporation and stockholders. This is the structural bias of the board, also known as the board ＂decision disease＂, which has been ignored by the rationality decision paradigm so far. In order to expound the anomaly of the ＂directors＇ mutual shield＂, we must overcome the de- fects of traditional corporation law in its complacency and conservation as well as its ignorance of emotional influence in director decision--making process, and borrow a lessen from such emerging disciplines as behavioral economics and social psychology in absorbing their research outputs and analytic tools so as to open the black box of director＇s decision flowing from emotion. According to social psychology, directors may unconsciously shield their fellow directors and executives due to situational issues like reciprocity, group favoritism and group thinking. The behavioral eco- nomics further reveals that they may do so unconsciously due to intrinsic reaction upon mere expo- sure effect, framing effect, ticking together and terrified effect, which expounds its formation mechanism from the aspect of brain＇s working process. Obviously, such structural bias belongs to improper board behavior which may become more dangerous to some degree due to its concealment and fraudulency. How to make it accountable？ The problem is that the loyalty path under the rationality paradigm is too harsh, and the care path is too deferential. The intermediate review standards dancing to their tunes are also helpless. The good faith path may meet the institutional demands of the director＇s accountability under structur- al bias. The examination of the substantive reasonableness of director＇s decision may urge them to look before leap, so the accountability gap may be filled up and the effectiveness of accountability in such intermediate areas may be strengthened.