Discussions About The Amplification And Consummation Of Corporation Law In The Corporation Organ Structures

The goal of corporation organ construction should be to realize a kind of administration system with coordinated revolve, high efficient in handling affairs and standard conduct. Its frame should be determined by the country 's laws and regulations and combining the corporation's characteristic. Moreover, its revolve is affected by participation, the corporation organ of scientific construction can make the company power institution. Policy-making body and executive institution keep effective restrain and supervise with other interest interrelators, all kinds of power can be restricted each other effectively and various aspect's interest can be safeguarded sufficiently. At the same time, it can also encourage shareholders meeting. Board of directors, superviory board and other interest interlators make concerted efforts in order to improving corporate economic benefits. Therefore, scientific construction of the corporation organ is a key to build modernization enterprise system. This article mainly analyses the current situation and main existing defect of the corporation organ at present, inquiring into making further amplification on the ways and channels of the corporation organ power institution, and putting forward a specific legislation proposal.1.Inquiring into setting up a shareholder's meeting .As the corporation power structure, it seems that shareholder's meeting hasn't any problems in the aspect of legislation and legal principle, however, it has various problems during practicing. Especial with the high development of stock market, rapidly wandering about of the company stock and increasingly dispersion of the company stock. A small number of the shareholders controlling company have come into being. At the same time, the corporate management tend to complicated and specializes the corporate management and policy decision only depend on the directors and manager who have professional knowledge. Many shareholders are unable to participate the management activities, therefore, the practical control power of many companyincreasingly transfer from shareholders to shareholder's meeting, even manager. All the problems above can more or less weaken the basis of shareholders meeting as the company power institution,and they also make the power restrain between different corporation organs lose it's own way. How to safeguard the power revolve of the shareholder's meeting. In my opinion, it is the key to standard the corporate behavior, and to severely implement and making further perfection the corporate laws. Besides, legislation measures should be taken to protect the power revolve of the shareholder's meeting and the power of minority shareholders. It mainly includes electing the shareholders and directors according to the Corporation Law,changing the self-assembly rights that shareholders to the board and the special-assembly rights to the supervisory board .establishing prevent measures through legislation to assure that the shareholders meeting can duly go on,making proper restriction of the minority shareholders' voting rights.2.Structure Analysis of the Board of Directors.The board of directors is the business organ elected by the shareholders' meeting, and is overall responsible for the management and administration of the company. It is on behalf of company activity and is the center of company externally too. But because of the loophole of legal provisions and enterprise traditional influence of management way, board of directors can not work according to the modern company's system in the ideal operation way. I think that the board of directors is the collective business executive organ that Company set up. When entrusting to directors heavy functions and powers, responsibility of the directors to the company and third person should be strengthened; In China,the Corporation Law defines the shareholder's responsibility to the company,and there are also some theoriotical controversy.However, the shareholder's responsibility to the third person is blank in legislation,additionally it's n...