Research On The Company's Manager System

According to the theory of modern company' s administrant structure, company' s shareholders (especially the shareholders of company' s stocks held publicly) have no direct control of company' s running and managing, and they have no rights to ask directorate or managers to deal with certain activities or decide certain affairs in certain ways. The management of company' s daily affairs and implementation of exact affairs are taken charge by managers. Company' s directorate engages managers and authorizes managers to run the company, therefore manager takes responsibility for directorate. Manager plays a very important role in the modern company' s administration. They can exert their scientific managing ability to improve company' s organizing efficiency, as a result to advance company' s whole efficiency.This paper comprises five chapters on the manager' s system.Chapter one, reviewing manager' s definition of continent legal family and anglo-american legal family, distinguishing manager' s definition of our country' s traditional enterprise' s factory director with that of modern company, reveals manager' s real meaning.Chapter two: manager' s appointment. The content of this chapter involves manager' s qualification, the ways of manager' s appointment, manager' s register, manager' s post term and the ending of manager' s qualification. Because the manager is appointed by the directorate andthe phenomenon of chairman of the board assuming the manager' s job is not rare, the chapter focuses on the relationship of manager with the board and the chairman of the board, pointing out that the board shares the only duty of employing, supervising and firing high level managers. The board no longer interferes company' s daily decision-making and managing. Deciding whether chairman of the board and manager should be one person or two should be based on the scale of the company and the nature of its management.Chapter three, with the title of the right of manager, first analyzes manager' s two exact powers: managing power and representative power. Then from the selfish angle of businessman' s nature and the fact of the separation of modern company' s ownership and managing power, this part searches for the system and human nature reason of the expansion of the. right of manager. On the premise, taking the manager' s exceeding behavior as an example, this part anatomizes the manifestation of the expansion of manager' s right. Finally this part consults foreign advanced country' s regulation, searches for the valid ways of restricting and leashing manager' s right.Chapter four: manager' s duty. The section of the basic theory of manager' s civil duty points out the differences of manager' s advertent duty and loyal duty clearly. Then this part makes a thorough expatiation of the exact manifestation of manager' s advertent duty and loyal duty and judicatory protection of disobeying these duties.Chapter five: manager system of our country' s amending Company Law. This is the epilogue of the paper. Based on other advanced country' s manager system discussed in the former chapters, combined with the course of China' s company reform, this part points out that some issues should be considered while amending our country' s Company Law.