Research And Improve On Corporate Governance Of Stock Company

The corporate governance structure of China's stock limited companies has been formed and developed in the traditional state-owned enterprise leadership system by constantly absorbing the modern corporate governance model and operation mechanism of European and American law.On the one hand,it retains the legislative thinking of the traditional leadership system of state-owned enterprises,on the other hand,it absorbs the governance structure allocation model of the "General Meeting of Shareholders,Board of Directors and Board of Supervisors" of the counterparts of the continental legal system,and in the follow-up development,it also absorbs the independent director system of the Anglo-American law system.At present,the corporate governance structure and operation mechanism with Chinese characteristics is formed.There are two kinds of important theories of corporate governance: "traditional principal-agent theory" and "stakeholder theory" as the starting point of analysis,the thesis points out that China's corporate governance still needs to adhere to the "stakeholder" theory(that is,modern principal-agent theory)as the theoretical guidance of corporate governance.A series of problems resulted from the current governance structure,which is our country's characteristic: Firstly,the leadership system of state-owned enterprises leads to the fundamental problems of public nature and agency of corporate governance in our country,especially the problem of "out of control of insiders" in state-owned companies;Secondly,the core is the abnormal operation of the Board of Directors.The main problems include: the institutional arrangement of the current company law leads to the loss of the Board of Directors between the general meeting of shareholders and the managers;the lack of criterion in the composition of the Board of Director,which is often appointed directly or indirectly by the major shareholders,and the lack of independence;and the lack of effective incentive and restraint mechanisms for directors,which leads to the obscure of directors' powers and responsibilities and the extreme risk of performing their duties.The introduction of the "Independent Director" system in Britain and the United States is incompatible and fails to perform effectively;the third is the lack of supervisory function mechanism of the Board of Supervisors and the disorderly expansion of managers' powers.In addition,the thesis analyses the conditions of corporate governance structure by the director primacy,and demonstrates that China's joint-stock limited companies have the conditions and foundation to implement the director primacy from three aspects: The institutional basis,the emerging model of scientific and technological corporate governance and the practice of director primacy in the United States,Britain and Germany.Moreover,the development of corporate governance stakeholder theory,the continuous decentralization of equity and the emerging of global giant transnational corporations are the internal causes of the changing,from shareholder meeting centralism to director centralism.Because there are many problems in the current governance structure of China's joint stock limited companies,the opinion of the thesis believes that the time and environment for establishing a corporate governance structure centered on the Board of Directors are available,putting forward some ideas and measures to improve it.Firstly,improvement need in the legislative allocation for the governance structure of joint stock limited companies,which weakens shareholders to a certain extent.The statutory powers and powers of the Board of Director have established the core position of the Board of Directors in management,deprived rights of the statutory powers and powers entrusted to managers by the Company law,and allowed the free choice of the "Dual-Class Share Structure" governance mode in the form of the stipulation of the articles of association;secondly,improve the operating mechanism of the Board of Directors,build a strategic Board of Directors,and constantly strengthen the Board of Directors.At the same time,strengthen the incentive mechanism and restraint mechanism,introduced the prevailing business judgment principles in Europe and the United States,and the independent director system is further improved on the original basis.Third,the supervision mechanism is further strengthened and improved.Fourthly,it is necessary to limit the extension of managers' authority and strengthen supervision and warrant.