On The Right Of The Manager Of The Company

With the separation of management from ownership in modern companies as well as the advent of the management revolution, the powers and authorities possessed by company managers have expanded incessantly so that the company managers have become the most important components of company' s governance instead of the board of directors. In tradition, the study on the company' s governance is often focused on the system of separation of powers, which means a company' s right and authorities are shared by shareholders' meeting, board of directors and board of supervisors, and there is no special study on the powers and authorities possessed by company managers, and the managers become the weakest point in the company' s governance. Because of the fact that the manager has been transformed as a new structure of rights in the company' s governance, the position of the manager' s power is the key issue in the improvement of the company' s governance.After trying to analyze and comparatively study the history of the manager' s power, this article expounds that the manager enjoys a full execution right in the company' s management after the professionalization of managers, and combining the company' s governance, the article makes a comprehensive discussion on such issues as the limits of the manager' s power, the function of the manager' s power and the system on encouragement and restriction for the manager' s power, and also makes some suggestions on the improvement of the manager' s power system in China.This article utilizes a studying way which combines law, economics and management, by the analysis and comparison method, the article makes a comparative legal study, by the inductive method, this article generalizes the original legal system on manager' s power, and puts forward some conceptions about the company managers' power in China' s future Company Law amendment, which is worth while promoting the establishment of the modern company system and further improvement of China' s Company Law in theory and practice.Apart from the Introduction, the article contains four main parts as follows:Part one mainly analyzes development history of the manager' s power system, points out the developing trend of manager professionalization and makes some comments on the manager system and manager' s power in China' s Company Law.Part two mainly designs the system of the manager' s power from the angle of company' s governance. Because of the fact that the manager has been transformed as a new structure of rights in the company' s governance, the issue that should be solved by the company' s governance is how to establish the system of encouragement, supervision and control of the company' s power, and the company law should clearly provide the managers' rights and duties.Part three, mainly on the basis of analyzing laws in some countries and some persons' opinion, discusses the function of manager's powers, involving in three topics.In the last part of the article, the author suggests to modify some current regulations regarding the power of company manager in China' s Company Law, and hopes that those suggestions would be meaningful for the development and improvement of China' s company manager's power system.