On The Perfection Of The Restrict Mechanism About The Power Of The Board Of Directors

Nowadays, "Board of directors Center Doctrine"is accepted widely, and many company's law around the world endues the board of directors with extremely extensive power. Many experts and scholars even bring forward that the power of board of directors should be strengthened more so as to improve the board of directors's operation efficiency. But after changing the state-owned enterprises'system into the companies', the board of directors and it's members have too much great power and abuse this power. This phenomena breaks the company's normal operation and does harm to the profit of both the company and the shareholders. It doesn't improve but decrease the operation efficiency. Based on this actual problem, regarding to the world legislation tide, the authors put forward an opposite point, ie, we must restrict the power of board of directors and perfect the restrict mechanism about the power of board of directors. The perfection of the restrict mechanism about the power of board of directors has many different aspects. The first, in the system of the company, as a whole with power, the board of directors should be restricted by the shareholders'convention and supervisory board. This requires that we must strengthen the power of the shareholders'convention and supervisory board, perfect the related system of the shareholders'convention and supervisory board and suffice the shareholders'convention and supervisory board to restrict the power of board of directors. The second, as a sort of restrict mechanism, system of independent director is to restrict the power of board of directors, promote the rationalization of the board of directors'action and protect the profit of the middle and lower investors. To perfect the system of independent director, it needs classify the relationship between the independent director and supervisory board, keep it's board of directors and build it's evaluation system on credit etc. The third, a very important mechanism about the restriction of the power of directorate is the system of the members'power of the board of directors. Irrational system of the directors'power shall overspread the actual power of the directors and increase the chances of abusing power. And rational system of the directors'power will reduce such chances with reasonable classification of the directors'power. In another word, the perfection of system of the directors'power also means to restrict it's power efficiently. It can not only reduce the chances of overspreading power but strengthen it's obligation and responsibility. perfection of the restrict mechanism about the power of board of directors. Therefore, we can use the overseas'advans artificial per We must perfect our national company's legislation to realize the son and settle a good foundation for the constced company's legislation for reference, and choose their soul for ourselves. Only doing this, it will be possible to make progress in our national standard of company's legislation, perfect the framework of company'ruction of modern enterprise system.