On The Improvement Of The Listed Company's Board Of Director In China

With the development of the orporate governance,listed companies are different from the traditional closed-end companies,which is the most modern institutional arrangement.The board of directors basically exists with the emergence of the company.In the reform of corporate governance,the function of the board of directors is also evolving,but its traditional principle is still maintained."Board-centrism" corporate governance model has been a worldwide trend in many countries and regions,and these countries or regions has established in ttheir legislation and practice.Except for our country,Most of countries and regions has established the principle that the board of director is the highest perfomer of the company power in their statutory law in present.In the newly revised Company Law,the proportion of the power of the board of directors has increased compared with the previous legislation,but still can not be divorced from the "shareholder-centrism" Of the barrier.Based on the above-mentioned situation,this paper starts with the "board-centrism" to determine that our country should establish "board-centrism" corporate governance model to adapt to the world trend.I regard the board of directors of listed companies of our country as the object of study,combining with the beneficial experience of other countries listed companies 'board system,analysing that how to improve the problems of the board of directors of listed companies which exist in our country.The first part of this paper first analyzes the status quo of the system of board of directors of listed companies in China,that is,the current provisions of the Company Law,the Guidelines on Corporate Governance of Listed Companies and the Articles of Association of Listed Companies.And then analyzes the current situation of the board system of listed companies in China,including the analysis of the running background of the board of directors of listed companies in China and the reasons for the problems of the board of directors of listed companies,and then puts forward the theoretical basis for perfecting the board system of listed companies in our country,namely,theory.In the second part,accordding to the analysis of the first part of the board of directors of the listed company of our country system,by the comparison analysis method,the countries of Anglo-American law system and continental law system countries and Taiwan area's board of directors system,in view of the problem of director system of listed companies in our country,explore the practice of these countries,and the model for the board of directors of the listed company system improvement in China.The third part of this paper focuses on the existing problems of the board of directors of listed companies in China,from the internal and external mechanisms of the board of directors to explain the current problems of the board of directors of listed companies in China,internal mechanisms such as the definition of the legal status of the board,the board structure,independent directors,External mechanisms such as the board of directors and the shareholders of the power boundaries are unclear,the supervisory board of the limited functions of supervision.The forth part is very important,in view of the first part of the problems existing in the system of board of directors of the listed company in our country,the theory to the board of directors system in our country,on the basis of existing research,by using the experience of other countries and regions,puts forward the improvement of the corresponding advice,such as the perfection of the board of directors,the reasonable definition of the board of directors and the general meeting of shareholders,the perfection of the supervisory system of the board of directors and so on.Under the background of "board-centrism",the board of directors plays an important role as the decision-making organ of the listed company.Therefore,optimizing the board system is of great significance to the healthy and orderly development of the listed companies in our country.