On The Function And Status Of Manager Of The Modern Corporation Governance

The manager who masters professional administration knowledge has been gainingcontrolling power and affecting commercial area gradually, fueled by fierce competition,quick transactions and efficient modern society. Thus making this position an important factorwithin modern corporate governance. Developed countries in the west has confirmed theimportance of manager and built a complete legal system for manager so as to realize thevaluing target set by corporate governance perfectly. In contrast, under the effect of traditionalentrepreneur leadership mechanism and the lagging behind of legal ideas, the theoreticalrecognition on legal status of manager in our academia is confused, which is on the one handmanifested by the dispute of "agent theory" and "organ theory" theoretically, on the otherhand, manifested by the deviation of the idea which valued heavily on shareholders’ meetingin corporate governance, by the blur of managers’ legal status, and by the lack of relevantlegal systems, practically. A reasonable recognition and a corresponding system of thefunction and legal status of manager are the key to improve the corporate governance. Thethesis has combined the knowledge of economics and law and has investigated the currentfunction and status of manager in modern corporate governance, while drawing on theadvanced experience abroad to propose suggestion.Apart from introduction and conclusion, the whole thesis can be divided into four parts:Part I: Mainly investigate into the concept of manager in Continental law system andCommon law system, based on which a simple announcement of basic idea mentioned hereinis made.Part II: Research the effect of historical transformation of corporate governanceproduced on manager and managing system. Then the function of manager in moderncompany administration is discussed, based on relevant knowledge of economics and laws.Namely with the help of external governance mode, the efficiency of managing and decidingmechanism can be improved, the interests of minor investors can be protected, and the equityof the system can be realized.Part III: Mainly introduce the legal relationship between manager and the relevantsubjects namely shareholders, board meeting, director, supervising meeting and corporatestuff in corporate governance structure. Meantime, the status of manager in corporate powerhierarchy is discussed, based on managers’ authority. Part IV: targeted on the current problems existing in managers’ system, and with thespecial market economy environment in China as a standpoint, while drawing on advancedexperience concerning systems of manager in Continent law system and Common law system,the suggestion for perfecting it in China is proposed. Namely, on the basis of corporategovernance mode, realize the transition from shareholders’ meeting centered doctrine tomanager centered doctrine, and specify the status of commercial agent in corporategovernance, while reforming the corporate power disposition system legislatively andmarking out the scope of managers’ authority.