Research On The Regulatory Path Of Corporate Social Responsibility In Company Law

The emergence of organizational form of company has greatly promoted the world’s material exchange,significantly improved the efficiency of world economic operation,and created huge wealth.However,with the continuous growth of some companies,there are many serious social problems in the world.As for corporate social responsibility system,foreign countries have studied it in the early 20 th century.After it was introduced into China at the end of the 20 th century,China began to carry out extensive and large-scale discussion on the corporate social responsibility system.Corporate social responsibility(CSR)was first proposed by Oliver Sheldon,an American scholar,and then developed by many jurists.At the time when the corporate social responsibility was introduced into China,the definition was discussed by many scholars.The author believes that corporate social responsibility can be defined as the enterprise’s pursuit of its own interests and the maximization of shareholders’ interests in the operation,which should meet the requirements of law and morality,and have the obligation to promote the sustainable development of society.It mainly includes social responsibility to consumers,workers,environment and creditors.Although the company law of China was revised in 2005,Article 5 stipulates that the company should bear social responsibility,but because there is only one rule of principle,and because the connotation and extension of social responsibility are relatively vague,it is difficult to apply in judicial practice.There are a large number of documents referring to "social responsibility" in the network of judicial documents,but the number of cases in which Article 5 of the company law is reasonably used for adjudication is very small.And there are mainly declarative application of social responsibility clauses and inappropriate application of social responsibility clauses.In addition,Chinese companies also have unique ways to undertake social responsibility in practice,such as setting up social responsibility committees in corporate governance institutions,issuing social responsibility reports to publicize the social performance of enterprises.However,at present,the outside world is still unable to evaluate the effect of corporate social responsibility.The United States is the first country to develop corporate social responsibility.Through the continuous development of case law and statute law,it has developed from the strict application of ultra vires principle and shareholder interest principle to the application of stakeholder principle to fulfill social responsibility.In the UK,section172 of the UK Company Act 2006 stipulates that directors have fiduciary duty to other stakeholders.The German Weimar constitution in 1919 stipulated the relevant provisions of social responsibility.So far,many laws require enterprises to bear social responsibility when operating.Japan has experienced various social problems in the period of rapid economic growth after the Second World War,and also has relatively perfect development of social responsibility system.Such as the main bank as a stakeholder to participate in the company’s internal decision-making,to promote its social responsibility.Although there are some provisions on corporate social responsibility in the department law,there are still some deficiencies in the company law.As the connotation of social responsibility is vague,we should first clarify the connotation of social responsibility in the company law.Secondly,we can improve the fiduciary duty of directors,and require directors to consider the rights and interests of other stakeholders when making decisions.In the system design,we can set up a social responsibility Committee within the company to supervise before decision-making.Finally,the punishment mechanism of "double punishment system" can be added to punish the enterprises that fail to fulfill their social responsibilities and the managers who make decisions.