الرقابة على أعمال مجلس إدارة شركـة المساهمة والمسؤولية المدنية لأعضائـه في القانون الجزائري

Abstract

The organization of administration in stock company, according to Algerian legislation, is represented in each of the General Assemblies of Shareholders and the observers and the Board of Direction, the latter is a practitioner actual this task of management of the company, this task is controlled by different administrative systems, may be conventional (Board of Direction) or modern (Board of Directors), my be adopted two regimes together, which is called the dual management system in the company contribution, the latter was adopted taken by Algerian legislation. And because of this role of Board of Administration in the company, the business and the authorities of its members and the importance of this on the conduct of the company and functioning of the economies of the countries where they belong, the governing legislation of these companies, including the Algerian one, asserted on the need to develop a controlling system for these actions, it may be either internal level and called the internal control, or external and called external control. If it is proven, via these means, that members of the Board of Administration violated their duties or committed any mistake leading to a harm or damage to the company or the shareholders or others, this would expose them to civil liability (topic of our research), or criminal, or even social responsibility with the knowledge of the administration. Controlling the board of direction in the stock company, according to Algerian law, is conducted via two types, control ""internal"": carried out by the internal controlling organism related to the modern administration system -German System- represented in the supervisory board (which was established with the aim of distinguishing between the functions of the administration and control) and also the organism of workers participation in the company which is represented by the participation committee and administration organism represented by controlling board of administration itself on its chairman and controlling the general assembly of shareholders, of mandated by the exercise task management instead (board of directors) and that as the highest authority in the company and the source of authority within it, where the exercise either of during the control shareholders collectively through controls on exchange rewards members of the board of direction and by the requirement to obtain permission or prior authorization or subsequent to the members of the General Assembly and by addressing and the ratification of the work of the board and by impose the penalty and either be exercised through control of the shareholders individually through informed and express opinion and interrogating members of the board during the meeting of the General Assembly of the company and the inspection request. With reference to the Algerian legislature did not refer to the method of control by addressing or questioning and control by the inspection request as is the case in the Egyptian legislation. It is a legal loophole lead to failure to take advantage of the system of legislative and administrative -business - in Algerian advantages of these methods of control, especially when the board unable to do its work if it happens at the level of decision and one in the arena and it was incumbent upon the General Assembly to intervene or address the decision Express with respect it or asylum interrogation and inspection request if necessary. Controlling the board of direction in the stock company is exercising as well as on the Board of Direction through control ""external"", is performed by an external audit carried out by technical experts specialize - designated by the Algerian legislature ""delegates or governors accounts"" - according to enjoy its independence in the exercise of their functions if such autonomy relative Algerian law because the governor still accounts obtained on the basis of the fees as determined by the General Assembly of the company that will help him. Their task is permanent except for any intervention in the administration in the investigation of the books and securities of the company in control of the regularity of the company's accounts and true, also check the validity of the information provided in the report of the Board of Direction or Board of Directors, as the case in the documents sent to shareholders about the financial situation of the company and believe the regularity inventory and accounts of the Company and the budget and the health of it and checking whether what has been respect for the principle of equality among shareholders or not, and they can conduct investigations throughout the year or control they see fit. If it is proven by means of the previous control breach of the board members or their duties in any violation or mistake that led to the occurrence of damage to the company or to the shareholders or to third parties, it would expose them to civil liability. The Algerian legislature not only to the provisions of the general rules of civil liability in civil law when studying the responsibility of the members of the board of direction stock company, but exposure to these circumstances responsibility in special legal provisions in the Commercial Law, where he was generally short of its causes and select the forms of the action filed on the basis against the board and its members, while the comparative jurisprudence select the features of this particular responsibility and dealt with at length when the nature of this responsibility, causes and forms of civil liability action filed against the Board and its members.