Modern Corporate Governance Structure

Company law, as the main body of law market ,is the most important component of China's legal system. Furthermore, the power structure of corporate organ (also called the structure of legal person ) is the core content and the most important part of company law, for the abilities of one country's creativity and of one company's competition directly depend on the scientific structure of corporate organ's power. So as the process of globe-economy unionization becomes faster and faster and the competitive pressure of the world increasingly enlarges, main capitalism countries are all respectively revising their company laws so as to enhance their own companies' competitive power. In fact , the topic concerning structure of corporate governance is not only old -fashioned but also abounds in challenges. What's more, the topic is long-term title .The study related to the corporate governance will never exhaust, but is constantly developing in new content. Considering that company laws in ail countries are constantly renovating and continuously mixing together, this paper probes into legal spirits of power structures of corporate organs from macroscopic angle and it discusses and induces the characteristics about structure of company's organization and developing tendency of the company's organization of different countries by comparing. Then associating with our own country's legislation and analyzing its deficiency, We can come up with advanced and developmental policy decision to perfect and develop the law. In addition, it must be pointed out that the research we carried on in this paper is based on the modern sharelimited company. They are all large-size and model companies taken as models, but not include companies which are unlimited liability and limited partnerships, because these are obvious differences on ideas of governance between the two kinds of companies. The former is based on the governing structure of legal person, adapts to modernization mass-production. But the latter is a kind of enterprise form based on human credit and reputation and it is identical to simple family and single house labor. It emphasized on principles of mobility and efficiency.The whole paper consists of three part. Part one, as fundaments and principles of the research and study, inquires into legal ideas of the structures of corporate organ's power. That is to say, it reveals legal principles and philosophical fundaments of the structure of company's governance from legal theory angle. Meanwhile it keynotes the paper's macroscopic study. We can say that part one provides the directive idea and basic principle for the whole paper. I've concluded to the legal spirits used to guide the structures of corporate organs as follows.I .Institution theory of separation -check and balance of power;II .Ideology base of utilitarianism;III. Competition of physics power logic;IV. Commanding philosophy of beneficial optimization;V .Management concept of economy democracy.At an angle of comparative law, part two induces and compares the power structure system of corporate organs of major countries. It also predicts and infers developing tendency and orientation in our country in the future. We draw a basic conclusion by comparing that, in spite of the obvious differences between the major legal systems,for example, common law system countries carry out single-level boards, it's only the board of directors that shareholders empower the executive rights; Germany is typical of civil law system countries in which two-level board has been implemented. That's to say , board of directors and supervisory Board subordinate to shareholder's meeting. And supervisory Board is the vertical leading organ of board of directors; but in Japan board of directors is parallel with supervisory board, the effects of governance are quite equal. Common law countries make up for the deficiency of lacking supervisory board with its perfect external mechanism of superv...