The Study Of Restraints Of Managers' Power

With the continuous development of market economy, professional managers provide more and more scientific and professional decisions for the corporation. However, the managers used to abusing the managers'power to damage corporation and shareholders' rights and interests, lake of restraint mechanism. In order to analyze present situation of abusing the managers'power, the author chooses the restraint mechanism as the perspective to study the problem of managers abusing their function and power. What more, the author makes some advises to achieve the manager practice their function and power properly, from three aspects, including the bounds of the scope of managers'functions, the constraints of the obligation and liability of managers. The frame of this paper includes three parts: the introduction, body and epilogue.On the introduction author introduce the background, the significance, innovation and research methods of this paper.This thesis comprises four chapters, according to the first chapter, the author analyzes the differences between rights and power, and concludes that it is necessary to improve the constraints of the functions and power of the managers according to the corporation law. Then the author analyzes the aim of the restraint mechanism binding on the managers'power including the power of internal management and the power of foreign representation.The second chapter provides the suggestions to improve the binding of the scope of the functions and power of the managers, in the light of the defects such as mechanical provisions, fuzzy scope of functions and power, lake of restraint rule and the power of restraints.The third chapter analyses the provisions of the law and phenomena in practice and concludes the defects of manager's duty constraint. In author's view the manager should carry out the special duty of loyalty, as well as the high degree of diligence obligation, in accordance with the difference between managers' the status and scope of power and directors'.The fourth chapter emphasizes the responsibility of the manager of the company, which is limit on the responsibility to the company in china. In spite of that, the responsibility to third party is not only a reasonable way in the theory but also can restrain the situation of abusing the function and power of managers effectively.In conclusion, the author summarizes this paper and concludes the improvement of the restraints to the function and power of manager, including three parts the restraints of scope of the power, the restraints of the duty and the restraint of the responsibility.