The Research Of Distribution Of Powers In Stock Company

Under the role of the quick development of modern social productivity, the company legal person becomes the deciding power in socioeconomic campaign increasingly. Company governance, especially the problems existing in the joint-stock limited company got widely attention by the scholars. The distribution mode in our has used the regulation of separation of tree powers in Germany for references, and we have shareholder's meeting, directorate and the board of supervisors, separately executing the highest decision-making rights, executing rights and the supervisory rights,. This adoptive mode has its economical reason and law foundation and after successfully practical experience, it was proved to be the reasonable choosing which is fit for the situation of our country. While, because our country is at the economical mode changing period and we are lack of the experience of the combination between socialism and market economy, we can't establish and perfect the law system in the economical field very soon. Therefore, along with the deepen of the reform and opening and the rapid developing of our economical construction, gradually the inner power organization revealed its unreasonable factor, especially represented at the following aspects: first is the problem that shareholder's meeting has become a vacant shell, second is the formalization of directorate and the abusing rights by the managers, the third is the nominal setting of the board of supervisors.As far as the problem that shareholder's meeting has become a vacant shell, the middle and small shareholders' indifference to the company governance and the absences of shareholder representative of state holding company in China are the direct reasons of the problem. After research the problem above carefully, the writer suggest that the shareholder's meeting be replaced by the "company meeting", let the employees and shareholders participate in company's governance, and executing the owner right of company together. As far as the problems existing in the company administrator, the writer brought forward the corresponding solving thought: firstly, we should reform the election of the directorate members; secondly, we should clear the relations between the directorate and the manager; finally, we should clear the liabilities and duties of the directorate members by legislation. In order to solve the problem for the nominal setting of the board of supervisors, the writer also make somesuggestion about the board of supervisors, the power arrangement of the supervisors and the duties and the liabilities of the supervisor.