The Study Of Legal Issues Regarding Stakeholders' Participating In Corporate Governance

Corporate Governance, with the intention of seeking for the maximization of shareholders' interests at the beginning hereof, then additionally focuses more on the protection of benefits of creditors, employees, and other stakeholders, gradually. Such improvement on the Corporate Governance thesis indicates the respect to the value of human resource and the needs for a harmonious development of social economy in the modern society. The present article is going to, by analyzing several oversee corporate governance practices in which stakeholders participated, summarize the advantages of the aforesaid theory and come up with corresponding system designs on how to apply such theory to the corporate governance of domestic companies in China, so that enterprises could be provided with some practicable new ideas when deciding on their corporate governance structure.Firstly, the present article describe the emergence and development of the corporate governance thesis. The delegation issues resulted from the separation between operation rights and the ownership of companies made the corporate governance on the basis of the balance of benefits become necessary, which is the economy background that the corporate governance thesis emerged. Along with the development of this thesis, there came out such theories as unilateral governance theory based on the shareholder departmentalism and the joint governance theory concerning stakeholders arose in the sixties of the twentieth century. Actually, there are different corporate governance systems even in countries in the similar degree ofdevelopment. And it's helpful to study what is the ground on which a certain corporate governance theory came into being. So, in the second part of the present article, there is a general analysis on the legislation and practices of the corporate governance system in relation to stakeholders in such foreign countries as Germany, Japan, and USA. Furthermore, the third part of the present article is summarizing the advantage and necessity of the stakeholder-participating-corporate-govemance theory. Even so, no mechanism is able to run without the native systemic environment in a country hereof, and a good corporate structure should be gradually generated from local practical experiences. Then, the forth part of the resent article describe the current situation and existing problems of the laws and regulations of China regarding the corporate governance. The promulgation of the Standards of Corporate Governance of Public Listing Companies which was formulated by referring to major principles of domestic and oversea corporate governance regulatory rules lays a foundation for the protection of stakeholders' interests and benefits in the corporate governance of China's public listing companies, however, our country still obviously lacks in systemic regulations concerning the protencion of benefits of stakeholders, especially the banks' security in creditor's rights. And such lack basically put such stakeholders as banks in the position of onlookers whose interests hardly could be protended under current corporate governance system.-Also, it's common that employees have the status of hosts but no rights and interests of hosts, in the companies they work with. Finally, the fifth part of the present article is focused on a primary thought about the protection of two kinds of stakeholders, namely creditors and employees, and their participation in the corporate governance. That is, credit banks may appoint representatives to the board of directors, as independent directors who can participate in the corporate governance;meanwhile, the employee director system should be improved, the function of employee supervisors should be performed, and the employee share option plan should be implemented, etc. Thus, we try to create a typical corporate governance model practicable and suitable for the specific situation of our country.