On The Fiduciary Duty Of The Manager Of Company Property

It is a well-established principle of corporate law that corporate managerialofficers, being "fiduciaries" during the terms of their corporate positions, are bound toexercise their corporate powers as trustees for the common benefit of all of thecorporation's shareholders. The two principal fiduciary duties are broadly described asthe "duty of loyalty" and the "duty of care". The Company Law of the People'sRepublic of China has been amended and adopted by the 18th meeting of the StandingCommittee of the Tenth National People's Congress on October 27, 2005. And thisLaw, as amended, is hereby promulgated and comes into force on January 1, 2006. ItsSixth Chapter directly regulates the Qualifications and Obligations of Directors,Supervisors and Senior Officers, Article 148 says:"A director, supervisor, or thegeneral manager shall abide by laws, administrative regulations and articles ofassociation of the company and shall have the fiduciary and diligent duties to thecompany."Yet in the existing theories, most theses paid more attention to theobligations of the directors, few to the duties of the corporate managerial officers.This essay emphasizes on the fiduciary duties of managers, and points out thatmanagerial officers' dealings with or on behalf of the corporation should be rigorouslyscrutinized for good faith, honesty, and basic fairness, in order to better protect theassets of corporation.