Research On Separation Of Business Decision-making Power In Stock Companies

Stockholders have the right to control company, thus the company belongs to stockholders. The main control right contains:personnel appointment, financial affair and business decision-making power. Personnel appointment and financial affair are decided in general meeting of stockholders. There is no doubt neither in practice and academic society about this point. As to the business decision-making power it goes to different function parts with different business natures and sizes. Another important fact is that the complication of the modern market with its changes makes the functioning of general meeting of stockholders more and more difficult, mainly because the lack of efficiency and professional requirements. In the practice, it appears the fact that business decision-making power is shared among general meeting of stockholders board of directors and manager. But problem exists in "Corporation Law" in simplification of management belonging affair. In law-making, the main concept always puts general meeting of stockholders in the first place. Board of directors is viewed as the functioning part with less business decision-making power and manager is only as the daily management function part. But in practice, the business decision-making power is more in board of directors and manager, while general meeting of stockholders can no longer cover the power appointed by law. And furthermore, because the lack of system separation of powers by the law and the lack of system building respectively, so a lot of drawbacks appears. Then how to distribute business decision-making power among general meeting of stockholders board of directors and manager and keep it running under law, are now a main interest both in practice and academic society. In the thesis, we divide the study in four parts.Partâ… :"The summarize of separation of business decision-making power in stock companies". Starting from the concept of business decision-making power, the paper illustrated the theoretical basis and principle of separation business decision-making power. At the same time, the paper had reviewing the development history of separation business decision-making power in joint stock company of the world. The central was changed from general meeting of stockholders to board of directors, and then to manager.Partâ…¡:"Comparison of separation of business decision-making power in legislative between China and other countries". On the basic of introduce the legislation of separation of business decision-making power in China, USA, Japan and Europe, this paper analyzed that the difference in legislation of separation of business decision-making power in stock companies between China and other typical countries, and the revelation to us.Partâ…¢:"The conditions and reasons of business decision-making power in stock companies in practice in China". Studying the conditions defects and reasons of business decision-making power in stock companies mastered by board of directors or manager in practice in China, this paper analyzed the defects in Corporation Law about separation of business decision-making power in stock companies.Partâ…£:" Proposals in improvement of separation of business decision-making power in stock companies". This paper offered the legislative proposals on separation of business decision-making power in stock companies, and gave some advice on the responsibility and supervisory mechanism.