On The "centrism" Of The Board Of Directors Legal Regulation

In the modern separation movement of ownership and the power of control of corporation, owning to the sharp swelling of the power of board of directors and its members, The theory of "centralization of board of directors" has established its throne in both the theoretical and practical field.The foremost problem of corporation benefit restriction is the benefit restriction between plenary session of shareholder and board of directors. Recognition of the protection of shareholder's right is the ground of shareholder's control over board of directors. The regulation on the power executive of board of directors is the benefit restriction mechanism of the different beneficiaries in the corporation, i.e. plenary session of shareholder, board of directors and board of supervisors. The thesis is ended at the time when the congress is deliberating the amendments of company law, the author endeavor to seek experience for the reference of consummating the relating rules and regulations and propose the power executive of board of directors through the comparative study of the internal supervision system of board of directors of the main countries and areas in the world.The first part: the evolution of the power status of board of directors. It starts with the introduction of the evolvement from "centralization of plenary session of shareholder" to "centralization of board of directors". Through the analysis of the establishment and foundation of "centralization of board of directors" and the important status of board of directors in the corporation, it expatiates that "centralization of board of directors" is the rule of the development of market economy and indicate that "centralization of board of management" has not yet come into existence. Then, this part analyzes the chief exhibition of the power swelling of the board of directors and the feebleness of plenary session of shareholder's restriction and supervision over board of directors, the insufficiency of the supervisor's supervision over board of directors, the overstep of the directorate's power. At last, this part analyses the disadvantages of the power swelling of board of directors and thenecessity of effective regulating.The second part: the review of relating experience of chief countries and areas in the world. This part paves the ground with the introduction of corporation supervision mechanism of chief countries, and carries out comparisons and reviews of the continental law system and the Anglo American law system. After then, it introduces the relating circs of Taiwan and some other east Asian countries and areas.The third part: the standard power executive of board of directors. This part is the core of the thesis. The author proposes following views in order to regulate "centralization of board of directors".First, the obligation and liability of directors should be defined and reinforced. All in a word, it is urgent to substantiate the fidelity liability, to strengthen the notice liability, and reinforce the obligation mechanism.Second, the law relating to director removing mechanism should be consummated. The relating contents in present company law should conform to the world current and be amended correspondently.Third, reconstruct and consummate the power system of plenary session of shareholder and board of supervisors. The power of plenary session of shareholder should cover not only the power of personnel determination and the power of report examination and approval, but also the power of motion and prosecution. The construction and consummation of the power of resolution, the right to learn the truth, the right of inquiry, the right of determent should not be neglected. The establishment and consummation of board of supervisors should cover the right to learn the truth, the right of finance investigation, the right of representing company appropriately, the right of convening plenary session of shareholder, the right of prosecuting on behalf of the company, the right of impeding improper act.Fourth, to reinforce superintend and restriction by other way, including introducing the director vote cumulative mechanism, the independent director system, director's liability insurance system and increasing the force of beneficiary protection and the vigor of external intendance, i.e. norm the stock market and the intermediary agency (e.g. the accountant firm and the law firm) on one hand and the loaning bank on the other hand.Through the system alteration above, give consideration to all beneficiaries, effectively restrict power execution of board of directors, efficiently regulate "centralization of board of directors", to achieve the harmoniously development of modern corporation.