The Legal Status Of The Board Of Directors In The Governance Structure Of Listed Companies

The core issue of corporate governance is the authority and distribution of power within the company and its responsibility to achieve the " corporate governance,the board of directors of the company is how to operate,how to set the value of the company,and then the daily operation management to full-time performers.The modern company by the economic development,expand the scale of the company,equity the dispersion,the separation of ownership and management,corporate governance in most countries to" Centralism Of the Board Of Directors ",the board of directors is at the core position in the company.However,for the board of directors should be in what position,what the company should use what model of governance is still controversial,China is now the" Centralism Of the shareholders "and in our country,most of the listed companies in China are state-owned enterprises,the board of directors in practice has been reflected in a series of problems,some scholars said that China has in fact The formation of "Centralism Of the Board Of Directors",so to clarify the position of board of directors in the corporate governance structure,the listed company of great significance.This paper through empirical research,the listed company equity distribution,and research the existing problems in the practice of listed companies,to explore whether our country should establish the legal position the center of board of directors and the board of directors in China's listed companies.The introduction of control to WANKE case for the author thought-the board of directors in the governance structure of Listed Companies in the position.The second part of the study abroad from the "Centralism Of the Board Of shareholders centrism" to"board centrism" and its modern reason:the expansion of the company,equity dispersion leads to the separation of ownership and management rights,operators control of the company to form a "Centralism Of the Board Of Directors",through the analysis of the ownership structure of listed companies,to prove that China's few most of the listed companies in recent years has always belonged to the relative concentration of ownership,there is no equity dispersion for "Centralism Of the Board Of Directors"realistic demand.Secondly,the author believes that we should expand the rational view will the functions of the highest decision-making rights still belong to the shareholders'meeting,and now the company as the object involved in the management of the company more and more,which is different from a A shareholder,actively participating in corporate governance will,so the author does not recognize "board centrism".The third part discusses the existing board of China's listed companies the legal status and legislative position and the problems in practice,such as legislation on fuzzy,"internal control" in practice,the board of directors is big the shareholders control,put forward the views of fourth parts:the board of directors shall clarify the independent status,appropriate to expand the authority of the board of directors according to practical needs,and through legislation,clear responsibilities for the articles of association of the company,and the shareholders' meeting shall be not ultra vires,Division of labor,and shall clarify its mechanism and other corporate power division.