On The Establishment Of The Board Of Directors Center And The Protection Of Shareholders' Rights

The dispute between Vanke and Equity from the end of 2015 to 2016 was called the benchmark case of corporate governance.Vanke claimed to represent the highest level of corporate governance in China.Through this equity dispute,many problems existed.Vanke,an independent director of Vanke,pointed out that although Vanke's management is to ensure the independence of its management,it wants to maintain its actual control over the company.Prior to Baoneng's placard,China Resources' non-intervention gave Vanke's management great independence,and also strengthened the control of the company,which ultimately led to the loss of shareholders' interests.Through the case and the 2010 Gome dispute,it is not difficult to see that the corporate governance structure plays an important role in the company's development.The board of directors plays a role that cannot be ignored.How to position the board of directors in corporate governance will be an important issue.Before the 20 th century,corporate governance pursued "central shareholder centralism".After the 20 th century,"shareholders' centralism" was gradually replaced by "board centralism." The important reason for this is the separation of ownership and management rights.The principal-agent relationship between the shareholders' meeting and the board of directors can fully exert the professionalism of the board of directors,enabling the company to operate more effectively in the ever-expanding and ever-changing market.Development,but this also gives the board an opportunity to abuse its rights and create moral hazard,which in turn infringes on the rights and interests of shareholders.China's "Company Law" currently recognizes "central shareholder centralism",but the "shareholders' centralism" in China's legislation has not been consistent with the international mainstream practices,and at the same time it cannot meet the needs of the realities."Congress centralism" and being severely alienated are neither "board centralism" nor "shareholder centralism." The rights of the board of directors have expanded dramatically,and the major shareholders have control over the board of directors and the manager's board of directors.This kind of board of directors' rights is small and small,reflecting the instability of the core position of the board of directors,and the statutory powers are not clear,which leads to the expansion of the board's rights,and sometimes by the major shareholders or managers.Therefore,it is necessary to clarify the core position of the board of directors,stabilize the authority system,and seek a balance of power between the shareholders' meeting and the management level.From the current time in China,in the case of major shareholders occupying a dominant position,it controls the board of directors by controlling the general meeting of shareholders,and controls the managerial level by controlling the board of directors.It can be said that the board of directors has expanded its rights and the board of directors controls the board of directors.The phenomenon is an extension of the control of major shareholders.It is essentially a sharp expansion of the rights of major shareholders.This is unfavorable for protecting the rights and interests of small and medium shareholders.Its essence is not the “shareholder centralism” in legislation,but the “major shareholder”.Centralism." For a company with highly dispersed equity,the board of directors will also play its own advantages,and with the indifference of the investors to the company's control,the board of directors will be implemented to a certain extent,but there must be a strong managerial level.In this case,this "board-centricism" has been mutated and is being emptied by the manager.Therefore,the author proposes to explicitly adopt the "board centralism" from the legislation,first establish the basic principles of the independence of the board of directors,the interests of shareholders,the separation of powers and checks and balances,and on this basis,put forward three measures to clarify the authority of the management and the board of supervisors.Division,improve the board of directors system,clarify statutory obligations and legal responsibilities,improve incentive mechanism and independent director system.At the same time,balance the powers of the board of directors and the shareholders' meeting,improve the shareholders' right to appeal,the right to appoint and dismiss members,the consent of major issues,the right to formulate and modify the charter,the right to distribute dividends,etc.,strengthen the supervision of the shareholders' meeting and protect the rights of shareholders.