Exploring Directorate Committee System In The Company

Modern large companies, especially listed companies, generally award the company's management and operational executive power to the Board through the company's charter,and the Board bear the responsibilities of guidance and oversight over the managers.Therefore the Board plays a very important part in the corporate governance structure. Joint-stock companies in countries such as Britain and the United States mostly establish Board Committees with the majority of independent directors, in order to enhance the independence of the Board,protect the interests of small shareholders, improve the situation of "internal control",and overcome its own meeting defect of the Board and the embarrassment of the director role.It has a unique value in improving the quality and efficiency of the Board.Taking Britain,the United States,Japan and other countries as an example,through introducing and assessing their Board Committee system, and learning and drawing other countries's legislative experience,in accordance with China's specific conditions,from improving the corporate governance in China and giving full role to the independent directors,under the premise of respecting the corporate autonomy and conforming to the convergence of corporate governance in the world,this paper puts forward some specific ideas on the model legislation and the legislative content of the Board Committee system,the types of establishing of Board Committee,and how to deal with the relationship between the Board Committee system and the Board,the board of supervisors and so on.