| This thesis is a research mainly on the restrain of the power of corporation director. It tries to start from law definition statement, by means of analyzing the theory and reality of the restrain of the power of foreign director and compared with the current leagal system of China, to find out our drawback on the restrain of the power of director, and finally propose suggestion on the country's restrain system of the power of director.This thesis is divided into five chapters. The first chapter is preface mainly an introduction on the reasons why this topic was choosing the significance, the thinking of the writing, the explanation of the relative terms and some illustration of this thesis. The reason that this thesis was proposed is that we are constructing market oriented economy and modern enterprise system, but the corporation legislation has limitedly restrain on the director who is the actual controller of modern corporation. Scandals of directors continuously come out, so it is necessary to make it perfect and strengthen the restrain system of the power of director on the corporation legislation in China. The significance of writing this thesis is giving out some suggestions on corporation legislation and arouse the concern of academic circles.The second chapter is the necessity of director power restrain . First, this chapter gives out the definition of the director, synthesizes the definition of foreign corporation legislation, the author think that a director means the person who has the power to be presented at the board meeting, took part in making strategic decision-making on very important affair, externally representating the corporation, including independent director. In this thesis, the author thinks that according to our corporation legislation the director`s duty is actually a power, and it is a judicialpower. Director power is a power that a director must do, and the main content is the power to organize and manage a corporation. The theoretical basic of director power is the relationship between directors and corporations. By the way of comparing all kinds of doctrines of relationship between foreign directors and corporations, the author thinks that, in our country the relationship between directors and corporations is dual nature, both legislation and literary. The legal relationship between directors and corporations is that director power comes from legal regulation, and the liability from power abusing can't exempt by corporation regulation and stockholder meeting. The literary relationship between directors and corporations is that director power comes from corporation regulation and empowered by stockholder meeting and the liability from power abusing can be exempted by corporation regulation and stockholder meeting. About legal analysis on director power, The necessity of director power restrain display on the transform from stockholder meeting being all-powerful doctrine to board of directors being center doctrine, so the power of board of directors is getting more and more and there is a chance that the director power is abused; as "backward choice" and "ethics risk", supervising cost of corporation is increasing; there is lack of power balance inside corporation, so it is difficult to control power abuse. Stock disperse make small and middle size stockholder have a psychology of "reasonable indifferent" and "get a lift". Stockholder meeting can't control directors properly, Impotent board of supervisors make its supervising function weak.Supervision is only on the shape; the abuse of director power will damage the benefit of corporation, stockholder and the other benefit correlates.The third chapter, the reasonable of director restrain is the balance between power and duty, to urge the director to fulfill the duty, decrease agent cost and then defend benefits of benefit correlates. Based onanalysis the necessity and reasonableness, the author put out three principles on director power restrain, and at last work out the basic system of director power... |
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