Strengthening Of The Legal Regulation Of Manager's Power

With the rapid development of economy, the expanding scale of companies andthe gradually separation of property right and the right of management, managerswho have the specialized management skills are playing more and more importantrole in company management. They have a wide range of management control andimpel orderly operation of the company. However, due to too much authority powerand the lack of necessary constraint, managers abuse their authority power to injurethe interests of the company and cause a series of problems. This paper is based onthe phenomenon that managers abuse authority power to injure the interests of thecompany in practice, calling for the strengthening of the legal regulation of themanager's power. This paper also analyzes reasons for strengthening legal regulationof manager's power and put forward some concrete measures.First of all, this paper analyzes the basic concept related. Company manager isthe personnel who is awarded the manager's power and imply company affairs.Manager is the officer and agent of the company. The manager's power is actually anauthority right, including internal administration and foreign authority. We shoulddetermine the scope of the manager's power through the combination of legalizationsand meanings. Secondly, the reasons for strengthening legal regulation of manager'spower are as follows (1) the expanding manager's power causes a series of problems.This paper analyzes the expansion of manager's power from the transfer of thecompany power center and insider control. And then, list the specific performance of"manager problem" in the practice.(2) The internal management institution fails toplay the effective manager's power restriction role. This paper analyzes reasons whythe shareholders' meeting, board of directors and the board of supervisors fail to playthe effective manager's power restriction role respectively.(3) There are manydefects about manager's power, obligations and duty in the Corporation Law. Forexample, do not provide the way of awarding manager's power, judgment standard of duty of care and the manager to the third person responsibility.Thirdly, we have toanalyze these reasons in order to take measures to manager's power for regulation.(1)Strengthen the regulating action of internal management structure. For example,strengthen the rights of shareholders, forbid the chairman and the manager to take apart-time job, establish independent supervisors system, etc.(2) Improve theprovisions of manager's power, obligations and responsibility.For example, clear thescope of manager's power, set common manager's power, provide the judgmentstandard of duty of care and the manager to the third person responsibility, etc. Ibelieve that the manager's power will be effective restricted through these measures,making it standard operate and play an active role for the development of thecompany.This paper is divided into three parts besides the preface and epilogue. The firstpart is the overview of manager and manager's power. The author analyzes theconcept of the manager, manager's legal status, meaning and properties of manager'spower and the way of awarding manager's power. In the second part, the authoranalyzes the reasons for strengthening legal regulation of manager's power from threeaspects, including the excessive expansion of manager's power, the shortage ofrestriction about manager's power by internal management organization, theimperfect provisions about the manager's power, obligations and responsibility in theCorporation Law. In the third part, the author expounds the specific measures torestrict manager's power respectively from two aspects, including strengthen theregulating action of internal management structure and improve the provisions ofmanager's power, obligations and responsibility.