A Study On The Corporate Authority Department

Corporate governance is a kind of lawful regulation mechanism that deals with its authority-interest allocation relations between the company and its inner and outer constitutes and members, in order to realize simultaneously and furthest maximum rights of the interest constitutes and members inside and outside the company .The company's authority departments play an important role in the course of corporate governance, So it is very essential to define its legal status and function exactly. However both its legislation and its implementing practice show that the expected status of corporate authority departments has been challenged seriously and varied in its essence .In practice, represent two extremities that the Centralism of AGM and the Centrism of the Board. The ultimate root for such situation is the influence of capital controll theory in traditional corporation law, which emphasizes the notion that the foundation of incorporation is stockholders 'invest, so it should be controlled by the capital investors. However a modern corporation is not just a traditional capital aggregation again, but depends on the core elements of capital and labor, it is to say material capital and human energy capital. Furthermore, the value and target of the existence of a modern corporation differ from the past, which emphasizes the belief that it is not only exist for itself but also for all its interest-relating members ,and it must bear some corresponding social responsibility while trying to obtain the interest of the stockholders. Therefore, the traditional controll theory of material capital stockholders should be abandoned and build a corporate authority departments with capital stockholders and human energy capital stockholders, and employees as its core, which consist of all kinds representative of interest-relating members and thus shows a wider democracy. Its frame is corporate member (representative) congress. It exercises the supreme authority instead of the stockholders' conference, and a everyday management institution called corporate management committee should be set up in it, which executes the supreme management authority during the session of the close meeting of the member congress.