The Research On Shadow Director System Of Chinese Listed Companies

In many listed companies in our country, outstanding show "a dominant" phenomenon, the actual control of people often do not direct director positions but in company governance authority, with its shares or take other control, ownership or control of listed companies business decisions. Company directors act in accordance with the instructions or orders of the people in the UK in the company law of1980is called "shadow director"(shadow director).The board of directors is the company’s management institutions, determining the company’s business plan, investment plan, having a role in the company merger, division, dissolution. We can say that the board of directors decision directly decides the company’s future and destiny, plays a vital role in the development of the company. Therefore, the rights and obligations of directors and directors from all over the world’s legal responsibility in violation of relevant provisions have clear rules, which is beneficial to directors, conscientious, protecting the interests of all shareholders. However, in some cases, manipulation of company board of directors has been actual controller, misappropriate company interests and violate the interests of the other shareholders and creditors. According to investigation statistics, most of the companies in our country lies in the actual operations of the hand control, and typical for the family business. In today’s rapid expansion of capital, many listed companies are directly or indirectly controlled by actual controllers, some actual controllers for a variety of reasons, not served as a director of the company directly, but through their spokesperson way to control the board of directors is appointed, so as to achieve the purpose of the control of the company.At present this kind of phenomenon is growing, to strengthen the regulation of company actual controllers is particularly important. Common law countries the by influencing the company directors will and reach the purpose of controlling company called shadow director, and the rights and obligations and associated legal liability to make clear regulation, the actual control of the company real exposure to sunlight, is beneficial to strengthen the supervision of the behavior, prevent the manipulation of the company behind the scenes, infringes upon the interests of other shareholders and creditors.