Research On The Mechanism Of Check And Balance The Directors

Corporate governance is one of the pivotal issues of thecontemporary company system, which receive the attention from boththe academic and practice side. But as to the fundamental mission ofthe corporate governance, the problem is basically on how thedepartments in the corporation to control and balance the directors.The reason why the issue is important is that the director is on the topof the power pyramid of the corporation power system and the directoris the virtual controller of the company, whose behavior is directlyinfluence the future and destiny of the company. What's more, controland balance the director is a complex problem which must resolve howto select the aspect of control and to what extent of control, so as tofulfill the double aims of corporate governance, that is, firstly, controlthe self-determination manner of the directors within the range of thecorporation's objection and value system, make sure that the director'sbehavior is beneficial to the corporation and whose shareholder onboth the present and future benefit, secondly, adapting to the practicalneed of professional management, define reasonably the fields andways on controlling the director of the other department of thecorporation, lest bond the directors'vigor and enterpriser's talent. Forthis reason, this thesis probe into this problem in four aspects. The first part analysis and evaluate two molds of check andbalance the directors: civil law country such as German and Japan aswell as Britain and the USA base on respective situation of country,constitute the control and balance system inside or outside of the 56吉林大学硕士学位论文 董事制衡机制研究directorate: the country such as German and Japan depend on theupper department, conservator, whose function is ensured by the upperlevel of power; while the country including the USA make full use ofit's democratic tradition, and through the independent directors'effortwho are superiority in number. The second part involves primarily how to position the boarddirector and how to select the dependent force of check and balance. Ithink, the authority of director come from the electoral behavior ofshareholders and the construction characteristic of the company, so weshould seek dependent force from this two aspects. In addition, weshould regard the director as manager of the corporation on behalf thewhole company's benefit. Therefore, he should suffer the check andbalance of the shareholder and supervisor meeting mainly. The third part emphasizes treatise shareholder checks andbalances the board director's problem. We must be aware of thedifference of big and small shareholders, and then devise differentmeasures, that is, provide the small shareholder with participationapproach; regulate the participation manner of the big shareholder. On one hand, for the big shareholder Share good and bad luckwith the company benefits, and have the higher stability, so it is apower of checking and balancing board directors on which we candepend. However the current big shareholder (is a national shareholderprimarily) in our country is acted for by bureaucrat and the proprietorlacks a harassment for waiting the problem, so whose functiondeveloped in company business aren't satisfactory, and usuallybetween not appropriate interfere with and idle about. Although the 57吉林大学硕士学位论文 董事制衡机制研究reason is various, the most important one is that the current checkingand balancing system failed to provide the big shareholder a properway to fulfill whose work. And this is the defect of current corporationlaw. On the other hand, the small shareholder'speculation is criticizedby the current academic and practical realms. Certainly, thespeculation of the small shareholder is inborn w...