Study On The Directors' Duty From The Perspective Of Corporate Social Responsibility

The theory of corporate social responsibility was formed in the US in the 1920s-1930s. Not only this theory presents the challenge to the traditional role of corporate, but also set new standard to the directors' duty. As a result of such reason, there has been more intense argument about the theory of corporate social responsibility. The supporters are intensely argue with the opponents on the faction "Director is only should serve for the shareholder's benefit, or may should consider other non-shareholder's benefit". Although so far, the scholars have not reached completely agreement on this question. But as the corporate is bent solely on profit create many serious social problems and the fashionable of the stakeholder' theory, the sounds of academic that the corporate should undertake the social responsibility was gradually occupied the mainstream position. Even more importantly, most country's legislations and judicial practices start to approve the corporate social responsibility behavior, permit or request the director to consider the non-shareholder's rights and interests. However, how to design the directors' duty system under the vision of corporate social responsibility? How to through design legal regimes to urge and guarantee the director balance the conflicts of interest between the shareholder and non-shareholder? This is still a difficult problem which various countries face.This article attempts reply these above difficult problems. The article elaborated from the theory of corporate social responsibility and directors' duty, through analysis the gradual growth of American directors' duty under the theory of corporate social responsibility, thus draw the conclusions that it should through reform and consummate the directors' duty system to strengthen and carry out corporate social responsibility. And analyze how to locate the directors' role after experience this transformation. Finally, in foundation of analyze the system of directors' duty in our country, reference the "non-shareholder benefit sponsor" legislative stipulation of the US, try hard to construct the system of directors' duty in our country under the vision of corporate social responsibility.Based on the above mentality, this article is divided into four parts as follows:Part one is the general theory of corporate social responsibility and the directors' tradition duty. This part review of corporate social responsibility's development vein, discuss the connotation, attribute and rationale of the corporate social responsibility. Through comb and introduce the theory of director' duty, expound the urgency of reform the directors' duty under the situation of corporate social responsibility has attained the widespread cognition.Part two is the stipulation of corporate social responsibility and directors' duty in the new "Company Law". This part through comb the stipulation of corporate social responsibility and directors 'duty in the new "Company Law" and draws the conclusion: Although its clear about the request of corporate to undertake the social responsibility, as a result of the influence of shareholder profit maximization principle, the new "Company Law " has not manifested the consider of "the non-shareholder benefit related person", this will have the disadvantageous influence for carry out the corporate social responsibility.Part three is the overseas legislations and practices manifest the corporate social responsibility and directors' duty and its enlightenment to our country--take the US as an example. This part choose the US's relate legislation and the practice as the sample, inspect the legislative stipulation and the judicial practice about the directors' duty based on the theory of corporate social responsibility, and obtain some inspirations. The research of this part discovers that under the vision of corporate social responsibility, the directors' role has had the certain extent transformation in the US. This kind of transformation is the result of the corporate social responsibility theory facilitates; On the other hand it is helpful for the realization of corporate social responsibility. Our country should take the corporate social responsibility as the guidance to adjust the system of directors' duty, by this to strengthen corporate social responsibility.Part four is the consummation of directors' duty system under the vision of corporate social responsibility. This part in view of the existence questions of directors' duty system in our country, deliberate the experience of directors' duty system construction in the US and other countries for the purpose of carrying out the corporate social responsibility. Put forward some proposals to guarantee and promote the director to fulfill the corporate social responsibility.