| With the production and development of the joint-stock company, ownership separates from power of management and aggravates , the manager's important status is outstanding day by day, Manager's power expands day by day, which causes company's organization's power to restrict is out-of-balance, lack effective restraint to manager power, causes a great deal of manager who abuse power to encroach company's interests. From perfecting company's administration structure and protecting company shareholder's and creditor's interests , the tied mechanism of studying manager's right has very important meanings.This article has been investigated overseas manager's right tied mechanism at first, compare day such as Germany and two of Great Britain and America restrain difference and one's own pros and cons of mode mainly. Then point out the question that our country exists at present: First, traditional management system causes enterprises to lack real modern enterprise's management system; Whether second, manager right is it store some bad social factors in uncompletely to restrain from. Being enough in supervision, government does not it is not strong to supervise with the market engagement uncompletely inside enterprises; Third, of our country law unreasonable to manager and right of board of directors, the manager power range is too big, and lack clear restriction means and measure. Finally , explain building rationally and should regard perfecting the company to manage as object to construct of right tied mechanism of the manager of our country, strengthen supervision of law and perfect market surveillance outside company , give play to restraint and self-containment function , manager of professional ethics , manager of group, perfect the rules , institutionalized measure that the manager employ the contract and company's organization inside the company, realize the effective supervision of three major interests subjects of shareholder, worker, creditor.
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