The Study On The Legal Status Of Board Of Directors In China’s Joint Stock Limited Company

When China Company Law was enacted, we drew on the mature experience of foreign study on law of corporations and took our country’s reality into consideration; nowadays, the study on the theory of China Company Law gradually is coming to maturity gradually. Since its enactment, three-time amendments have been conducted and a system of company law has been built up consistent with our country’s reality. In recent years, the conflicts occurring among internal bodies of many public companies have caused specialists and scholars to pay attention to the theory of corporate governance structure. Especially "2010GOME struggle for control power" is regarded as a typical event. In the study on the theory of company law, the legal relation between company and board of directors is deemed to have close connection to the country’s legal system background, no matter in common law’s " theory of trust " or in civil law’s "theory of nomination". China has brought the theory system of company law out of common law and considered the background of state-owned enterprise reform to enact China Company Law and built up the one with Chinese characteristics. The enactment and implement of China Company Law has made great contributions to our country’s economic development,especially to the construction and development of market economy. Yet we have also found some problems generally existing in our country’s corporate governance structure, particularly the problems that the legal status of company’s board of directors is not independent and the supervision of authority abuse by the board of directors is not effective. As company’s scale is enlarged, the most important issue confronted by corporate governance is how to establish a system, which can ensure each body to effectively function and to the greatest extent coordinate interests among shareholders, directors, management personnel, staff, corporate creditor and interest group of all parties. The author expects to interpret the related issues by studying the legal status of board of directors.