Study On The Allocation Of Powers Between The Shareholders’ Meeting And The Board Of Directors

The shareholders’ meeting and the board of directors are important functional organizations of the company.Europe and the United States and other developed countries in the world the power of the board of directors of the company law of the shareholders’ committee and clear configuration,pay attention to both the division of power boundary,and the comparison of company law in our country present a different configuration of power structure,with the international community on the functions and powers of the two institutions mainly adopts the list,and no distinction between the different types of the company,unified rule in general.In this regard,Chinese scholars have put forward some principled Suggestions on the allocation of power,but no specific measures.In this background,this paper by the method of normative analysis,comparative research method,empirical research method,a systematic relationship between shareholders and the power of the board of directors,the interpretation from the perspective of theory and practice of the current legal provisions about the power of the two configuration,analysis of existing problems,and draw lessons from foreign legislative experience,explore its power configuration path.Our current company law has obvious defects in the allocation of power between the board of directors and the board of shareholders,which is reflected in their fuzzy positioning,unclear power boundaries and low efficiency in allocation.Both of them are the power organs of the company,but the company law only makes clear provisions on the status of the board of shareholders,and does not mention the status of the board of directors.From the perspective of the content of the law,the status of the board of directors seems to be under the board of shareholders.In the expressions of the functions and powers of the board of directors and the board of shareholders,terms such as "business policy" and "business plan" are obviously vague in meaning and unclear in boundary,which is bound to lead to the overlapping conflict of their powers.In addition,the company law endows shareholders with too much statutory authority,and the legalization of the power of the board of directors actually limits the functions of the board of directors,which further reduces the efficiency of the allocation of corporate power.Our country should reconstruct the power allocation of the board of directors and the board of shareholders,and form the decentralization mode centering on the board ofdirectors.First of all,from the point of corporate governance structure,establish the core status of the management board of directors of the company,not only is the inevitable trend of theory development,is also the inevitable demand of the reality conditions,the board of directors in the joint-stock company,especially in the governance structure of listed companies has been at the core,this is the natural selection of market economy,also is the best mode of the current social conditions.Secondly,the boundary of power should be clarified.The fundamental power enjoyed by the board of shareholders shall be clearly stipulated in the company law.The power beyond the statutory level can be exercised by authorizing the board of directors by means of the company’s articles of association.In addition,the rest of the operation decision-making power belongs to the board of directors.As for the issues of "issuing bonds","issuing new shares","adding directors" and "stock repurchase",the board of shareholders may decide whether to grant the board of directors the right to exercise the rights.Finally,according to the above ideas,article 36,37,46,49 of the company law of our country can be modified as follows: first,delete the expression "shareholders’ meeting is the authority of the company";Second,the first item of the functions and powers of the board of shareholders is changed to "determine the company’s business scope";Third,amend the functions and powers of the board of directors;Fourth,delete the provisions of the manager’s authority.