公司社会责任对公司法理论的影响
王保树公司社会责任对公司法理论的影响
Corporate Social Responsibility：Its Influence on Corporate Law Theory
期刊名称：《法学研究》
期刊年份：
作者：王保树
单位：清华大学法学院
中文关键词：公司社会责任;利益相关者;公司治理;董事义务
英文关键词：corporate social responsibility;other stakeholders;corporate governance;director’s duty
中文摘要：
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。
英文摘要：
The traditional purpose of a corporation is to pursue maximized profit, and a corporation is only responsible to its shareholders. As corporate operations begin to have widespread influences 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 individualism 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 obligations 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 problem 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 corporations. 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.
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