What Is Senior Management?

Senior management refers to the company's managers, deputy managers, financial officers, the secretary of the board of directors of a listed company, and other persons specified in the company's articles of association.

Senior management

As senior managers have an important responsibility for the company's operations and performance,

Legal Basis of Prohibition of Competition

Generally speaking, the relationship between directors, senior managers and the company is considered as a trust relationship by common law countries, and the relationship is considered as an appointment relationship by civil law countries. Directors and senior managers are aware of the company's operating status due to their special status Even for trade secrets, in order to prevent them from using their advantage of status to seek personal interests and harm the company's interests, no matter which legal system is used, for the purpose of balancing conflicts of interest and protecting the interests of the company, directors and senior management personnel must be committed to the company's loyal obligations. The so-called fidelity obligation, Benjamin?

Elimination of the obligation to prohibit competition and the legal liability for breach of the obligation to prevent competition.

The legal relationship regulated by the competition prohibition system is a private legal relationship between equal civil subjects in nature. According to the principle of autonomy in private law, that is, "the equal parties determine the rights and obligations relationship between themselves through negotiation", the company It shall enjoy the freedom to dispose of its rights; as a market entity pursuing the maximization of interests, the company is fully capable of judging the impact of its directors and senior management's competitive behavior on the company and making its own decisions on how to respond. The original "Company Law" did not expressly restrict or prohibit the parties from disposing of the rights and obligations arising from the prohibition of competition, nor did they permit directors and senior management personnel to engage in competition activities or exempt them from violating the obligations of competition prohibition through specific procedures. It is stipulated that Article 149 of the revised "Company Law" in 2005 stipulates that directors and senior management personnel shall not use their position to seek business opportunities belonging to the company for themselves or others without the consent of the shareholders meeting or the shareholders' general meeting. Or to conduct similar business for others as the company in which he works, in other words, the prohibition of directors and senior management's business competition obligations can be waived with the consent of the shareholders 'meeting or shareholders' general meeting. It can be seen that, according to the actual situation, the company can pass certain procedures in advance to permit directors and senior management personnel to engage in competitive activities, thereby exempting them from the obligation to prohibit competition, such as exempting directors and companies through resolutions of shareholders 'meetings or shareholders' general meetings. Obligation of senior management personnel to prohibit competition.

Although the obligation to prohibit competition under Article 149 of the Company Law is a legal obligation, this does not mean that legal liability arising from violation of this obligation is absolutely unavoidable. In a sense, the essence of legal liability lies in negating the infringement with the remedy of the infringed rights. For illegal acts in the field of private law, both parties can negotiate on the issue of legal liability without involving the public interest. Then, under the premise that the law has no prohibitive provisions, the company naturally has the right to waive this right of compensation. The company can exempt civil directors and senior managers from engaging in competitive activities through certain procedures after the fact.