摘要
公司作为一个社会成员,与其他社会成员一样应承担社会责任。公司社会责任是公司承担的一种社会义务。利益相关者理论将公司承担社会责任纳入公司治理,使公司社会责任有落实的可能。董事会在作出经营决策和执行业务时应对其产生的社会后果作出必要的安排。关键是董事对其所承担义务的内容有准确理解并认真履行。董事勤勉义务应有的注意,不仅包括实现公司营利目标,也包括调整公司与股东及其他利益相关者的利益关系,维护利益结构的平衡,即在坚持全体股东长远利益的同时,确认和尊重其他利益相关者,建立公司与股东、股东与其他利益相关者和谐、互利的合作关系。
The traditional purpose of a corporation is to pursue maximized profit, and a corpora- tion is only responsible to its shareholders. As corporate operations begin to have widespread in- fluences on the society, corporate social responsibility （CSR） is being increasingly stressed. It is believed that corporations should have two identities as a legal person. They are not only entities in private law, but also true members of the society. Since corporations benefit from the society, they should also contribute to the society, i. e. , to bear their social responsibility. As the social aspect of the law looms large, private law （including commercial law） gradually shifts from indi- vidualism to socialism and requires people to pay attention to social environment and care for social interests. Therefore, the socialization of private law constitutes the solid legal foundation of CSR. CSR is one type of obligations a corporation owes to the society. It refers largely to social ob- ligations required by law, moral obligations as well as obligations occurring during operations that are neither explicitly required by law nor of a moral nature. This last type of obligations is a prob- lem that the board of directors needs to solve when it makes and implements business strategies. It is also a problem that requires solutions in both theory and practice. The beneficiaries of CSR are largely the same as the non--shareholder stakeholders of corpo- rations. As the stakeholder theory poses the issue of CSR as one aspect of corporate governance, it makes it possible to realize CSR. Boards of directors should make necessary arrangements on the social consequences of corporate activities when they make and implement their business strategies. They must have an accurate understanding of the extent of their obligations in this respect and perform such obligations seriously. Directors＇ duty of care shall include not only to meet the corporations＇ revenue targets, but also to adjust the relationship amongst the corporation, its shareholders and other stakeholders and maintain equilibrium amongst various interests. Directors should primarily work for the long--term interests of all shareholders. Furthermore, they should also ascertain and respect other stakeholders and establish a harmonious and mutually beneficial cooperative relationship.
出处
《法学研究》
CSSCI
北大核心
2010年第3期82-91,共10页
Chinese Journal of Law
关键词
公司社会责任
利益相关者
公司治理
董事义务
corporate social responsibility, other stakeholders, corporate governance, director＇s duty
