A Study On The Exercise Of The Board Of Directors Of State-Owned Sole Owners In The Vision Of Company Law

This paper analyzes the current situation and existing problems of the exercise of the board of directors of the state-owned sole proprietorship under the view of "Company Law",and analyzes the current situation of the board of directors of the state-owned sole proprietorship,Practical experience and practice analysis,to find out the lessons learned,and put forward to improve the state-owned sole proprietorship of the board of directors of the thinking.The first chapter of this paper analyzes the problems and causes of the exercise of the board of directors of the wholly state-owned company.First of all,the"Company Law" under the vision of state-owned sole proprietorship of the board of directors to sort out the allocation of authority.The authority of the board of directors of a wholly state-owned company is mainly derived from the authority of the board of directors of the limited liability company and the authority of some shareholders' committees authorized by the state-owned assets supervision and administration authority.Followed by the analysis of the existing problems of the board of directors of the state-owned sole proprietorship company.The board of directors of the exercise of the main problems include: First,the board of directors within the power of the imbalance,the chairman of the power is too large;Second,the directors of the performance constraints mechanism is not strong,the implementation of tenure " The third is that the SASAC directly involved in the company's business affairs,leading tothe independence of the board of directors decision-making affected;Fourth,the manager and the board of directors of the boundaries of decentralization,the role of directors and managers,the board of directors is difficult to play.In view of the above problems,this paper analyzes the causes of the above problems in the view of"Company Law",and thinks that the main cause of the problem is that the Company Law has any defects in the internal and external rights of the board of directors and not on the board of directors Coordination of authority to carry out a clear distinction.Among them,in the "Company Law" on the board of directors within the power of the existence of defects mainly for the two aspects,on the one hand is the sole proprietorship of the chairman of the non-normative power is greater than the"Company Law" normative authority,leading to board of directors Change the operation,power out of control;on the one hand is the "Company Law" on the directors of the obligations of diligence is not clear,good management,attention to the requirements did not reflect the rights and responsibilities of directors when the right is not equal.There is no clear distinction between the board of directors and other governance subjects.The one hand is that the provisions of the Company Law on the exercise of the shareholders' functions of the SASAC have led to the dislocation of the role of the SASAC and the cross-On the one hand is the "Company Law" on the board and the manager of the relevant legislation is vague,the boundaries of authority to be clear,leading to the board of directors and manager of decentralization.In the second chapter,the author mainly analyzes the good practice experience and practice of some foreign state-owned companies,and finds out the way to solve the problems existing in the construction of the board of directors of the state-owned sole proprietorship in our country.First of all,the main Anglo-American law countries state-owned company board of directors internal authority to set up to examine and analyze.Mainly on the definition of the terms of reference of the chairman of the foreign state-owned company,the provisions of the directors' obligations of foreign state-owned companies were investigated and analyzed.And then to the main Anglo-American legal system of state-owned company board ofdirectors and other governance of the main authority to conduct a study and analysis.Mainly on the foreign state-owned company(government)shareholders and the board of directors and the allocation of foreign CEO model was analyzed.Finally,in view of the above country's good practice experience and practice,put forward some inspiration,one is to try to avoid the country directly into the state-owned sole proprietorship business.Second,the chairman of the power should be defined as the scope of the power of the board of directors of an integral part of its terms of reference can not go beyond the terms of reference of the board of directors,its power to exercise,should be the board of directors(or authorization)as the basic premise,the chairman is only the board A permanent establishment and a representative body derived from the regularization and sustainability of work.Third,the board of directors and the manager should be between the company's decision-making control and decision-making management of the boundaries.The company's internal decision-making control and decision-making business breakdown,and were given to the board of directors and managers to exercise.Fourth,the directors of the personal responsibility for the operation of the company is essential.Responsible for the clarification of directors' obligations.The third chapter of this paper mainly aims at the existing problems of state-owned sole proprietorship and the above enlightenment,and puts forward the proposal of perfecting the exercise of the board of directors of state-owned sole proprietorship.First of all,it is necessary to clarify the contents of the internal management rights of the board of directors of the wholly state-owned company.First,we must clearly define the terms of reference of the chairman of the board of directors;the second is to refine the directors of the diligence obligations and directors to determine the responsibility of decision-making.Mainly from strengthening the diligence obligations of directors and strengthen the duty of care,the introduction of commercial judgment rules,improve the directors in violation of the decision-making duty obligations to pursue the provisions of the provisions.And finally to clarify the terms of reference of the board of directors and other governance subjects.First,we must clear the SASAC and the state-owned sole proprietorship of the board ofdirectors of the boundaries of the authority to maintain the authority and independence of the board.Mainly from the clear definition of the SASAC "state-owned assets regulators" and the board of directors "state-owned assets operators" role orientation and enhance the independence and authority of the board to proceed.Second,we must improve the state-owned sole proprietorship of the board of directors and managers of the allocation of authority.Mainly from the clear management of the positioning,to avoid the board of directors and the manager of a high degree of overlap and strengthen the board of information right to proceed.At the end of this article is the conclusion.This paper mainly elaborates on the main innovations and the main shortcomings of this paper,and makes a prospect of legislation on the exercise of the board of directors of state-owned sole proprietorship in the light of the current state-owned enterprise reform and the state-owned enterprise board construction.