A Study On Joint-Stock Company's Board Of Directors Of China

Since the separation of ownership and management right, people have probed all the time into the orientation matter of the relation between the owner and the operator. What kind of mechanism shall be established to give full play to the ability and wisdom of the operator on the basis of protecting the benefit of stockholders? The manifestation of the proposition in Company Law is how to make equitable distribution of corporate power between the shareholder's Annual General Meeting and Board of Directors (management), and how to define the legal status of Board of Directors in distribution of corporate power.There are altogether four chapters in the article. The first chapter includes the description of operation status of Board of Directors system of joint-stock company in our country, and the analyses on the cause. And the thesis of the article is educed, that is, the practical way of problem solving is to redefine the legal status of Board of Directors in a joint-stock company of our country in the present. The second chapter attempts to clear the skeleton of corporation Board of Directors system, which principally includes understanding the directorate system's foundation of legal principle, value efficacy, history and trend of development. And it indicates the desirability of related company legislation of U.S. by analyses and comparison of legislation instances of legal status of company directorate in nations and regions around the world. As the stress of the article, the third chapter puts forward the author's viewpoint on the basis of analytic demonstration of Company Law of China as well as scholars' viewpoints, i.e. to establish the Centralism of the Board in joint-stock company in China. The innovation of the chapter is primarily the argumentation of the viewpoint, adopting the method of denying before point making to demonstrate first the infi:asibility of current system, and then to demonstrate from three aspects of legal principle, the situation of our country and legislative trends of nations all over the world, and to establish the viewpoint of its own. The fourth chapter is on the legal control of directors' behaviour, primarily on the countermeasures which shall be taken when Board of Directors is entitled with extensive power.