Research On China Company Manager System

The company manager system, is an important contents of company law system .The textual objective is proceeding first step to research and discuss present condition and integrality of company's manager system of our country by researching history and comparison the company manager system from different point of views. In addition to " introduction" and " conclusion", this thesis is divided into four parts. The first chapter pointing out, along with separating company ownership and rights of management, The company manager stratum who engaging business management independently has appeared, at the same time, the "surrogate problem" is generated and named because of the conflict of "surrogate" relation between shareholder and this stratum. To resolve this problem it must establish the valid mechanism of checks-balances system to tie the company Manager's behavior. The basic problem that the company manager system wants to resolve is: How the shareholder encourages and controls the Manager working hard to bring the maximum profits; How the manager acquires the enough enterprise control power and positive motivation to operate well. At west nation, the manager system is all more complete to the institutional provision concerning law problem from granting The Manager's power, scope and exertion to the relief of The Manager's power. The second chapter discusses the history and the formation of the independent law position of the company manager system. In regard to typical company namely stock limited company, the right of its organization has gone through the evolvement process from the boarder of shareholders' centralism to board of directors' centralism to the manager centralism. In this process, the company manager system presents a different of history characteristics. Along with the market competing and company development, the management of the company became more complicated and specialized, all countries' company lawmaking changes to adopt the board of directors centralism successively and the manager centralism trend appears in company manage. Author deems, the process of the company system development is also a process that internal rights in company are divided continuously and the company manager system develops continuously. This process contain two historical stages: one is separating ownership and rights of management, objectively causing a independent company manager stratum emerged; The other one is further separating the operation power, the company business execution rights gradually evolves into an independent operation rights, then the company manager controls the main management power of the company gradually. The company manager law and theories within the traditional company law can't reasonably explain the company manager's status and functions during management in practices. The law position of the company Manager should ascertain from two aspects: On one hand, the company manager owns the independent business executive rights during company circulate mechanism, they should be defined as one of the legal organization of the company similar to the board of shareholder, the board of directors and the board of supervisor. On the other hand, considering the relation between the company Manager and the board of directors, setting the company manager law position based on business surrogate relation would be more suitable to fit the law theory. The third chapter discusses the company manager system of Chinese company law. Within the company law, the boarder of the shareholders' centralism and the managers' centralism in practical are characteristics concerning company organization leads system provision of our country's company law. Because lawmaking and fulfillment, the mechanism of checks-balances lacking and the company Manager's rights inflating, causing the company manager physically control a large extent of company business management. This kind of "Manager centralism" of our country has hypostatic differentiation with current foreign company's manager cent...