Research On Manager's Power Of The Company

With the modern enterprise system introduce the theory of human capital, the role of managers in company's governance can't be overlooked. The separation of own and management in modern companies as well as the advent of the management revolution push managers to enterprise's key status. It is very universal that the powers and authorities possessed by corporate manager expand incessantly to damage investor's and company's interest. In practice, the managers usually become the weakest point in the company's governances. Managers play an important role in the modern corporate governance structure, how to locate corporate managers'legal status turn into the key issues in the improvement of corporate governance structure. A great many of foreign company law have to face how to exploit fully the ability of the manager, and to limit the manager's power. In China, Company Law only has set manager's powers,but there is not content related with the right of company's manager. what's more, academies circles discuss it unusually. By the methods of analysis, comparison and generalization, this article elaborately discusses the question in respect of the corporate manager, such as the feature, limitations and functions. On the basis of collecting the successful experience, combing with investigation of the relevant legislation in the advanced countries,this article puts forward some suggestions and assumption in the light of drawbacks about the company managers' power of the Chinese Company Law amendment in the future. It is beneficial for promoting the establishment of the modern enterprise system and further improvement of the Chinese Corporate Law.Apart from the Introduction, the article contains five main parts as follows:Part one talks about the present situation and problem in connection with legal rules of the company managers'power. Firstly introduce various definitions of the manager between civil law system and common law system, especially legal rules of China. It mainly discusses the origin and evolution of the management revolution from three stages, the traditional business, the stock company and knowledge economy times included. Meanwhile, in this basis, it is necessary to pay much attention to shortcomings including award, range and limit about managers'power.Part two mainly discusses company managers'power on the basis of legislation. We can learn each other's experience to make up for the inadequacies on our own account. By means of comparing relevant laws and regulations between civil law system and common law system, this part makes a conclusion on the legal experience in nations of the World. Combining with the relevant theory, it provides a useful reference to perfect the manger's power system in our country.Part three analyses deeply award and range about the manger's power. We can take a conclusion from three types of legislation mode about corporate managers' power that award modes should adapt the actions to local conditions. From multidimensional legal relationship between the company manager and shareholders and the board of directors, it is liable to make a reservation about the manager. So the range of the manager's power can be limited.Part four talks over constraint mechanism of the company manger's powers. Give the discussion on why it is necessary to restrict the company manger's powers.In other words, the content analyzes the necessity that constraint mechanism is set up.It follows to analyze the current situation of commitment mechanism in connection with the manager's power on the basis of development process. The discussion can draw a conclusion that shareholders the board of directors and the board of supervisors should constraint the manager's power adequately.Part five improves legislation about the manager's power in my country, combing with present situation in law and lessons from foreign experience. The article gives opinions about the manager's power of my country in the aspects of scope, registration system, authorizing procedure and executing mode. At the same time, on the basis of diversity relationship between the company manager and shareholder, the board of directors and the board of supervisors, it completes internal supervision mechanism about the manager system in China.