The Core Of Corporate Governance Structure

"company law " has its ten years implement in our country, but it is difficult to carry out the company system effectively in our economy. According to the due logic of company system, company's shareholders meeting should supervise the board of directors effectively , the collective board of directors should be responsible for the business decision and should supervise the business of the senior executives carrying out; decentralization of authority and balancing should be carried on among every organ of the company and the inside person. Company's corporate governance structure is a core of company system, while decentralization of authority and balancing is the core of the structure. But in various kinds of companies in our country, there are many imperfect things existing in company's administration structure, for example, in name only or no setting up company control organ , not clear of right assignment and responsibility of organs at all even, let alone balancing between various kinds of power . The above-mentioned problems are the basic reason that company's systems can not get the implement effectively in our country, this paper will launch research around these problems.At first from the background that company's corporate governance structure produces, this paper analyses the meaning of the company administration in terms of law science, describes the historical gradual progress course and development trend in method of historical analyzing, then presents the decentralization of authority and balancing in developed countries, such as U.S.A., Germany, and Japan. From should- right angle, it divides the rights corporate governance structure into five kinds and explains separately the content and the subjects. The kinds are as following: company's control power, company's property ownership, company's right of operation and management, authority to supervise, worker's right to participate in. Secondly, proceeding from legislative angle and realistic current situation, it analysis the question existing in company's administration structure of our country. Finally, on basis of combination of should right and real right state, it puts forward Company controls mode of our country nowadays.Chapter one of this paper explains the production and concepts of company corporateperson administration. Then it analyses doctrine of shareholders, doctrine of board, and doctrine of modem shareholders' meeting. Finally it expounds the administration mode in U.S.A., Germany, and Japanese.Chapter two analyses five kinds of rights and subjects of right in the company administration one by one, that is: the basic rights in the company administration named Company's control power, stock right and shareholders' meeting right; core rights named the right of operation and management leading by board of directors; Guarantee right as right to supervise of the board of supervisors; the right that can't be ignored finally as the worker's right to participate in.Chapter three analyses the formulation, development and application of balance thoughts in social life. It analyses the balancing between legal person's proprietary and stock right at first, then explains the mechanism of balancing between every organ within company governance structure, including the trust and balancing relationship between shareholders' meeting and board of directors, agency relation between board of directors and manager's storey of executives, supervision relation among the board of directors and supervisors and senior executives.Chapter four expounded the existing problems in the company administration of our country. Chapter five puts forward the mode of legal person administration in our country with directing against the question that exists in company's corporate governance structure of our country and the should-right state of decentralization of powers and balancing in administration structure.Company system has not reached the ideal state yet in our country at present, it is essential to develop and complete the decentralization of authority and balancing. It is significant for the healthy development that theory workers go on further investigation and shareholders, boards and supervisors carry out the practices by law step by step.