The directors obligations under the Corporate Social Responsibility

The theory of Corporate Social Responsiblility, originating from America in 1920s, was gradually known with the movement of corporate social responsibility. The issue Whether the companies should take the social responsibility has been the discussed by scholars as focus, since the concept of corporate social responsibility proposed. Among these arguments, the most famous was the argument between Berle and Dode, which promoted the research of corporate social responsibility. Personal interest and the freedom of private law is the base of traditional company law. The fundamental purpose of corporation is to maximize shareholders’interests. As the development of society, the fundament of private law has been transferred as the social interests, with this change, the ideology of corporate law has inevitably changed into social standard. Requirements of corporate social responsibility is manifestation of this shift. Corporate social responsibility has become the mainstream of academic and practitioners point of view. How to implement corporate social responsibility must be disused. From the angle of governance of corporation,This paper suggests that corporate social responsibility should be introduced to the director’s responsibility, which is the most effective and feasible way. This paper is structured as follows:Part one introduces an overview of corporate social responsibility, the development of corporate social responsibility, and the concept of corporate social responsibility.This part explicates connotation of corporate social responsibility as the premise of blew discussion.Part two mainly describes the governance of corporation under corporate social responsibility, the traditional modes of corporate governance and the corporate governance influenced by corporate social responsibility. Part three elaborates the traditional director’s duty, analyzes the ways of carrying out corporate social responsibility and combining the theory of road dependence, the most effective method of implementing corporate social responsibility is that injecting corporate social responsibility into the duty of director.Part four dwells on how to inject corporate social responsibility into the duty of director, and analyzes the system of promoting and impressing director to carry out corporate social responsibilityPart five evaluates director’s duty and the implement of corporate social responsibility from the perspective of corporate governance, as an example of SAIC MOTOR Corporate Social Responsibility Report 2010, and introduce legislative proposal about how to realize corporate social responsibility by readjusting the director’s duty of Chinese Company Law.