The Study Of The Power Structure Of The Stock Company

"Governance" means the activities of rules, administration and management. The "corporate governance" in Chinese legal vocabulary circumtance means the management activities and the whole process of handleing the benefit among the corporate, shareholders, mangers, board of directors, board of supervisors, employees, clients, providers, creditors and communities for fulfilling the objectives of the corporate. The "structure of corporate governance" means the promotion and restriction relationships formed by the effects and orders of all the factors of the corporate governance. The " power structure of corporate governance" means the power allocation rules and relationship among the corporate shareholders, board of directors, board of supervisors ,high level managers and staffs in the corporate governance. The power structure of the corporate governance is the key factor of the corporate governance strucuture and effect whether the rights and benefits of the corporate benenfit subjects could be fuflfilled and how to fulfill.In the light of the Chinese Company Law, the power strucuture of the corporate governance should be the "meeting of shareholders- centerism",but actually is the "board of directors-centerism". This kind of strucuture leads to the much more power of the board of directors, shareholders excercising the power too directly, lose banlance of the board of directors, board of supervisors having no actual power etc. Therefore, the board of directors manage the corparate with the illegal ways, without any supervision and take no liabilities.The form of the power strucuture of the corporate governance has changed from the "meeting of shareholders- centerism" to the "board of directors-centerism" , and now is in the form of "managers-centerism". In the U.S.,it is in the era of "managers-centerism". The reason of the good effect of unitary committee of U.S. mode of the power strucuture of the corporate governance is the special independent director system,stricitly individual credit social supervision system, stricitly information disclosure system and shareholders' litigaition sysytem. In German, the dualtray "board of directors-centerism"is based on the values and the culture of the groupism. The inspiration of the above-mentioned mode for Chinese corporate power strucutre are the following: (1) the subject in the corporate which has the supervision right should has the actual rights of appoint and remove the management people of the corporate; (2) consummate the power strucuture should be based on the consideration of all factors, including the social sysytem, the values and etc; (3) the check and balance of the corporate power is the main factor for the management. Absolutely power will lead to the absolutely corruption and the misuse of the corporate power; (4) Choosing the power strucutre should be based on the country conditions, values, history and economic development ways and establish the relevant safeguard system and other systems.Considering our country's condition,drawing on the experience of developed countries, the power strucuture of the corporate governance should be based on the direction of multiple subjects, permit all the relevant subjects of the corpaorate to participate the management activities. So, it is necessary to take the model of German, to establish and consummate the power-share sysytem, scientifical system of the right to vote, supervisor system, shareholders litigation system, information disclosure system and individual credit socail supervision system, etc.