Research Corporation Director System

The thesis is consisted of six sections:Firstly, I want to explain the situation of the director system in our country. From the view of the limited corporation, and based on the incidents by listed companies, making fraud and illegal trenching on the collected funds, draw the conclusion our country's director system still has a lot to improve.Section 1: Discuss outline of the director system: Firstly discuss the concept of the director, secondly discuss the legal definition of the director's right and duty , thirdly discuss the relationship between the director and the company-Commission theory, At last discuss the status of the directorSection 2: Discuss the existing flaws in our country's director system. For example legislative . flaw in the definition of the right and duty by the directorate, the power abuse by the president, the unsoundness of the director election system, the incompleteness of the director's duty, the lack of recourse mechanism, the unclearness of the right and duty of director, the un-fmeness of inner classification and the power restrictive mechanism, and the lack of incentive mechanism for the director's remuneration.Section 3: Pointed out the right and duty between the directorate and the stockholder convention should be clarified, and the right and duty of the directorate should be implemented properly. After the author comparing the classification by the British-American law school and the Continent law school respectively, of the right and duty between the directorate and the stockholder convention, and considering the pron and con analysis by our scholars in the field, then the author believes, the legal definition of the right of the directorate in our corporation law should combine both the general form and the enumerable form, and introduce the act by Korean corporation law-connect the fixed right with the convertible right together.Section 4: Discussed the importance to strengthen the superintendence on the right of the directorate, and the way to do it. It is very common that the director and the directorate put their own interests over the company's interests during management, and thus hurt the right of the company and stockholders; to avoid the situation, a more effective superintendence mechanism should be defined. In this article, from the point of the superintendence on the director and the directorate in some foreign countries, the author discussed the stockholder convention superintendence, stockholder procedural rights' superintendence, the directorate superintendence, the director inner superintendence, and the creditor superintendence. To take advantage of the maturities of the corporation law in other countries, the author suggested, it's status and right provide our stockholder convention with certain degree of superintendence, but to fully realize it function, we still need to add the case right of the stockholder, to define the legal number for an effective stockholder convention, to improve the existing assembly right of the stockholder convention; stockholder can supervise the management of the company through class right, while we still need to add the procedural right to the stockholder representative; The board of supervisor is the special superintendence institution, while in our country, we also need to add the supplement assembly right by the temporary stockholder convention, the representative right by the board of supervisor and the independent class procedural right; on inner superintendence mechanism, the superintendence on the president and the execute director should be added,furthermore, on the basis of the introduction of independent director, to classify sufficiently the right and duty between the board of supervisors and independent directors, and to avoid the overlap of the power and duty is quite necessary; on creditor superintendence, the article read the superintendence by the creditor is very weak, and to protect the legitimate rights of the creditor, some clauses should be added, such as signifying the director duty...