董事多元化与公司社会责任

当今各国公司制度中,已形成董事多元化的格局。董事多元化是弥补公司社会责任理论欠缺可操作性的一项积极的举措,它反映了“公司强行法理论”向“公司合同理论”的转变。在公司合同理论的基础上,辅之以制度经济学理论,对与公司存有利害关系的利益集团代表做具体的分析,看是否应该和如何将其引入董事会,从而使公司的社会责任落到实处。

Director Multiplicity and Corporate Social Responsibility

In the corporate law systems of many countries, there is a trend of director multiplicity. Director multiplicity is a positive measure that can remedy the shortcoming of the theory of corporate social responsibility, because this trend makes corporate social responsibility operable. This trend also reflects that the theory of corporate contract is better than the theory of corporate force law. Based on the theory of corporate contract and institutional economics, this article analyzes interest groups who have important relation with the corporate, and whether and how they enter into the directorate. The purpose of this article is that every corporate can fulfill its social responsibility.