Research Of The Corporate Director System

Corporate directors, is a concept which exists relative to the concept of natural person directors. The so-called corporate director system, refers to a legal system in which a organization body with legal personality, rather than a natural person, to serve as a director of the corporation, and the natural person appointed by the legal person exercises the powers and authorities of the directors on behalf of the legal person. The emerging of the corporate director system based on the practical needs of the legal person to participate, understand and supervise the management, and operation condition of the company it invested in and the efforts to maximize its own interests. The corporation law of our country do not make clear of the corporate director system, but in practice, it has appeared in bulk. Through analysis, I consider in the article that it is very reasonable to establish the corporate director system in our country, it is not only conducive to further improve the rules of the corporation law in theory, but also prevent the shareholders from abuse of power, conducive to the protection of the shareholders own and the minority shareholder’s interests and the overall balance of all the parties’ interests within the company, in practice. On the basis of a comparative study on the legislation cases of the corporate director system in different countries and regions, the author try to put forward some ideas to the construction of our country’s corporate director system.The article are divided into four parts, and the main contents are as follows:The first part is the controversy in academia about the corporate director system. The different views of some scholars come from the Mainland, Hong Kong and Taiwan are divided into two positions for support and against. Firstly, The article expounds the main reason and basis of the views in favor of the corporate director system; secondly, list the view of main reason and basis of the views opposed to the corporate director system. The author generally agree with the view of establish the corporate director system, and try to comment on the reason for the against.The second part is the legislative cases investigation of the corporate director system. Firstly, The article list the prohibit of the corporate director system in America, and analyze the reason of it; secondly, it analyze the reason of why it adopt special attitude of the corporate director system; thirdly, it list the affirmative legislation of the corporate director system in France, one of the representatives of the continental law system, compared to the Germany, in order to remind that we should give full consideration to the specific national conditions of our country; fourthly, it list the legislative status of Taiwan and mainland China and analyze the reason of it.The third part is the rationality of the corporate director system. Firstly, The article proceed from the theory of rational economy, expound that the corporate director system accordance with the requirements of the development of market economy; secondly, it expound that the corporate director system meet the theoretical basis of the corporate director system; thirdly, the corporate director system meet the company operating practices; fourthly, it demonstrate that the corporate director system is beneficial to the long-term benefits for the development of the company; and the fifthly it demonstrate that the corporate director system will not weaken the protection of the small and medium shareholders’ interests.The fourth part is the idea of establish the corporate director system. The article put forward four ways combined with China’s specific national conditions and the existing legal system for the establish of the corporate director system:the first way is to formulate clearly by way of legislation, the second is to bring the efficiency of the company autonomy into full play, the third is to perfect the legal system of director responsibility, and the last is to strengthen the rights of the board of supervisors.