Legal Regulation On The Power Of Board Of Directors In Corporation

Corporate governance derives from the modern corporation's property structure arrangement. The separation of ownership and managing rights makes it necessary to establish the mechanism of balance of rights within a corporation. In corporate governance, one important issue of the mechanism of balance of power is how to check and balance the power of the Board of Directors. In nowadays companies, the main model of managing is the Centralism of the Board. Therefore, the ways to check the Board's power has become a very important issue to be solved, and it can't be avoided, either.The essence of how to regulate the power of the Board with law is to establish the mechanism of balance of rights among the shareholders, the board of directors and the supervisory board.The first issue in the mechanism of balance of power is the balance between AGM (the shareholders Annual General Meeting) and the Board. To protect the shareholder's rights is the basis of the shareholder's control over the Board. And to impose duties on the directors is another important part of balancing the Board's power. Secondly, through the comparison of the two law systems (Common Law and Civil Law) in respect to the arrangement on the supervisory mechanisms in corporate governance, we find they both have advantages and disadvantages. So the best way for our country's legislation is to introduce all the advantages of each model. Besides those two kinds of supervisory mechanisms within a corporation, the creditors' external supervision is also an effective way to prevent their legal rights from being infringed and keep the corporation to operate well.So, in this dissertation, I discussed the balance of power between the AGM and the Board, the balance between the Board and the Supervisory Board, and also the Creditor's supervision over the Board. And after introducing the experiences of important countries and district in the world , some suggestions on how to regulate and control the Board'smovement are made for purpose of making the Board use its power legally and reasonably. And these advices are provided from the viewpoint of perfecting our country's relevant laws and reinforcing the supervision on the Board.