The Law Construction Of Govern Structure By CEO In Our Country's Corporation

With the development of modern enterprise system and the separation of decision-making power and management authority further, CEO developed by company executive who had specialized management knowledge and skills can adapt the intense market competition day by day. The establishment and bestowal on the power of CEO is the historical necessity. The several dozens years' development of western modern enterprise indicated that, under the CEO system, it is efficient that redistribute the right of the board of directors, board chairman and the CEO.But in the legal view, executive regarded as the agent of company, both the civil law system countries and the common law system countries are agree on this. Executive as the agent of company, who is engaged by the board of directors, assists the board of directors carries out the operation, who executes the job duty in the legal rule or authorized by the board of directors or stipulated by the articles of incorporation. But, in the actual developing process, the authority which company executive has had greatly surpassed the content which the official legal document stipulated. They have replaced owner's position in the traditional enterprise in the company interior authority system, mounted the top layer of company authority, even exercising nearly all powers of company capital operation.The explanation of surrogate theory as well as the legal regime of company executive establishes on the anterior difficultly adapted the background of the current knowledge economy time, since the company operation to manager's specialized management knowledge dependence is increasingly strong. The management knowledge and faculty of company executive's already become one kind element of production equal to the shareholder's investment. This kind of unceasingly strengthened function causes company executive (CEO) to start to seek a higher status in the company authority structure. Some scholars thought that according to the manpower capital theory and contract theory, manager by its manpower capital participating company contract, should not only be at agent's position, but the concurrently company core manpower capital owner, the corporate business execution institution and the company high-level employee's three ternary roles.This article believed that, the CEO appearance is the corporate system development inevitable product. Regarding our state this kind of economy in less advanced country, we must absorb and use all good experiences and the way of fast development economy in modern developed country, prompt introduction and the standard CEO system, and endow the CEO independent legal status to have the important theory and the practical significance, In the paper structure arrangement, altogether divides four chapters:Chapter I The historical vicissitude and value foundation of company CEO. Discussed the development history of CEO, and analyzed the machine-made foundation of CEO, and compared the differences between CEO and company executive.Chapter II The comparison inspection of company CEO's legal status. Comparative analyses of the CEO's character and the authority field and the restraint mechanism and the drive mechanism and the duty and the responsibility, demonstrate the importance of the various countries' CEO legal status.Chapter III The legal matter of Our country corporation transplanting the CEO system. From the aspects of historical root, development present situation, legal barrier as well as key question, analyze the question which possibly could meet during the assimilation and transplant of the CEO system in our country.Chapter IV The legislation consummation of Our country's Corporation CEO system. Firstly, it is clear that we should endow with the legal status of the CEO independent to adapt and promote the economy development. Secondly from the aspect of CEO's job duty, the restraint mechanism, the drive mechanism and the duty and the responsibility discussed the perfect way, this dissertation attempts to construct the company govern structure called shareholder meeting - board of directors -CEO in our country.