Research On The Powers Of Shareholders Meeting And The Board

Since the theory of corporate governance was put forward in the sixties of the last century by America,which led to jurists,economists and sociologists of the ongoing discussion,as the core of corporate governance issues,the company’s internal power allocation has also been of concern.The essence of the two modes is to allocate the power of the company between the shareholders’ meeting and the board of directors to achieve checks and balances by the influence of agency theory and contract theory,the distribution of corporate power or the center of the shareholders,or the board of directors.Not only domestic scholars,but also foreign scholars,the company’s power allocation of this proposition have more research,formed a relatively mature and theoretical.However,this article is not the traditional proposition of this proposition,but the implementation of the proposition to the specific practice,the listed companies as the object of study,anti-acquisition decision-making power as the entry point,the management of the shareholders and the board of directors’ power allocation mechanism.This paper consists of four parts,a total of about 30,000 words,as follows:The first chapter gives a brief introduction to the concept of power allocation,emphasizing the importance of internal power allocation in the company,that is,maintaining the balance of internal power and saving the cost of corporate governance,The operating efficiency.Then,this paper focuses on the basic principles of power allocation and the corresponding theory,and the effective mode of power allocation should meet the principle of separation of powers and checks and balances,the principle of efficiency and the principle of protecting shareholders’ interests.The second chapter mainly introduces the mode of power allocation between the two shareholders ’centralism and the centralism of the board of directors.Through comparison,it is found that the shareholders’ centralism is divided into modern production in the division of specialized division of labor and ownership and management limitation.Then,taking the anti-acquisition decision-making power as the breakthrough point,taking the UK and the United States as an example,the paper introduces the different decision modes of the anti-acquisition decision-making power under the shareholder center and the centralism of the board.By analyzing the two countries’ decision model,we can find out the difference between the two and the reasons behind,and the legislative attitude towards the acquisition.The third chapter focuses on the focus of our country.After elaborating the present situation of China’s anti-takeover decision model,it points out the reason behind the present situation of our country,namely,the ownership structure and the power allocation mechanism centered on the shareholders’ meeting.China’s securities market,there are more concentrated characteristics of the stock structure,seemingly shareholders as the center of the allocation model is more in line with the ownership structure of listed companies in China,but it is easy to lead to intensification of internal control problems,the system has become a major shareholder abuse Power transfer interests,violations of the company and the interests of small and medium shareholders’ "hotbed".Therefore,the fourth chapter of this article from three angles for China’s power allocation model to provide recommendations: first of all should be a reasonable expansion of the power of the board of directors,to limit the power of shareholders;second to improve the board system,especially the directors election system,independent director system,and The introduction of commercial judgment rules,limit the responsibility of directors to avoid different powers and responsibilities;again,can not neglect the supervision of the board of directors,from strengthening and improving the shareholders,shareholders and supervisors of the supervision to start a complete internal supervision system.Through the above system structure,to build China’s power allocation should be the model.