Research On The "Board-centered" Model Of China's Listed Company Governance Transformation

The "board-centered" corporate governance model has been established in the legislation and practice of most countries(regions),and many countries(regions)have clearly established in the statutory law that the highest exerciser of company power is the principle of the board of directors."Shareholders' meeting centralism" is the legislative model that China's "Company Law" has always adopted.With the revision of China's "Company Law",the proportion of power of the board of directors has been greatly improved compared with the previous legislation,but it has not been able to break away The "centralism of the shareholders' meeting",but with the separation of ownership and management rights,China's corporate governance model in practice,especially in the Internet industry,has developed into"board centralism." However,the “board-centered” governance model has never been the original intention of the legislators,but merely the result of practice.Based on the above situation,this article attempts to use the basic analysis of the transformation of the "board of directors centralism" governance model of China's listed companies as an entry point,to elaborate a comparative analysis of the "board of directors centralism" governance model of related countries and regional listed companies,combined with the "board of directors center The necessity of governance transformation and the difficulties encountered by it,put forward the institutional construction of the transformation of the “Board-centered” governance model of China 's listed companies,with the hope that the board of directors of China 's listed companies can exert the maximum effect and promote the healthy and orderly development of China 's listed companies.The thesis is divided into five parts,as follows:The first part of this article is an introduction,which introduces the research background and significance of this article,the research status at home and abroad,as well as the research content and research methods of this article.The second part of this article analyzes the basic analysis of the transformation of the "board-centrism" governance model of listed companies in China,and discusses it from two aspects.On the one hand,it is the theoretical analysis of the "board-centrism" governancemodel of listed companies.On the other hand,the empirical analysis of the“board centralism”of China 's listed companies 'governance transformation illustrates that with the separation of ownership and operating rights,China ' s corporate governance model The company's "partner system" has in practice developed into the result of "board centralism".However,the "board-centered" corporate governance model has never been the original intention of the legislators,but merely the result of practice.The third part of this article discusses the comparative analysis of the "board-centered" governance model of listed companies in relevant countries and regions,and separately elaborates the "board-centered" governance model of listed companies in the Anglo-American law system,the civil law country,and Taiwan in China Situation,using comparative analysis methods to explore the differences between these countries and regions in the implementation of the "board-centered" governance model of listed companies,so as to provide a useful reference for the institutional construction of the transformation of the "board-centered" governance model of listed companies in China.The fourth part of this article describes the necessity and difficulties of "Board-centered" governance transformation of China's listed companies.First,it uses the enumerated methods to illustrate the many problems in the current "shareholder meeting centered" governance model of listed companies in China On this basis,it further illustrates the necessity of China's listed companies to adopt a "board-centered" governance model.Furthermore,it further analyzes the difficulties encountered by the "board-centered" model of the governance transformation of China's listed companies.The board of supervisors described the limited supervision of the board of directors.The fifth part of this article is the most important one,aiming at the difficulties encountered in the fourth part of China's listed company governance transformation "board of directors centralism" model,based on the theoretical research of the listed company "board of directors centralism" governance model At the same time,drawing on the experience of the "Board-centered" governance model of listed companies in other countries and regions,it proposes the institutional construction of the transformation of the "Board-centered" governance model of listed companies in China,such as expanding the power of the board of directors of listed companies and enhancing the independence of the board of directors oflisted companies in China Gender,establish an effective incentive mechanism for directors,and improve the supervision system for the board of directors of listed companies in China.In the context of the "board-centered" governance model,the board of directors,as the operating decision-making body of listed companies,has become increasingly important in listed companies,and it has also played an increasingly important role in the operation and management of listed companies.Therefore,optimizing the governance model of "board centralism" is of great significance to the healthy and orderly development of China's listed companies.