Theoretical Analysis And Institutional Construction Of Corporate Governance Model In China

The governance modes referred to in this article specifically include " Shareholder-centered doctrine","Directors-centered doctrine" and "Manager-centered doctrine ".Through sorting out the existing academic research,this paper holds that the standard to distinguish different governance modes lies in the ownership of the company's management rights.After defining the concept of corporate governance mode,this paper further analyzes the advantages and disadvantages of each mode,and thinks that our company law should allow companies to choose freely.This kind of regulation is bound to impact the mandatory theory of company law provisions,the theory of limited liability of shareholders and the theory of separation and balance of powers.This paper analyzes the above three theories one by one,and comes to the conclusion that choosing freely from those governance modes is not irreconcilable with above theories.After reaching the above conclusions,this paper finally designs the establishment of various institutions and the provisions of their functions and powers,and believes that China's company law should provide a legislative template while allowing companies to make their own choices.In addition,we also need to improve the supporting design,including the commercial registration system,fiduciary duty system,profit participation and distribution system and dual shareholder representative litigation system.The governance modes in this article specifically include " Shareholder-centered doctrine","Directors-centered doctrine" and "Manager-centered doctrine ".The article summarizes the criteria for distinguishing different governance modes by combing the theories of governance modes.After analyzing the advantages and disadvantages of each governance mode,the article believes that companies should be allowed to choose from those three governance modes.Therefore,it is necessary to demonstrate the possible theoretical obstacles and analyze the problems needing attention in the legislative innovation.Therefore,this article is divided into the following four parts.The first chapter discusses the concepts of owner's right,management right,entrepreneur centralism and executive right in the existing academic research,and concludes that the criteria for distinguishing different governance modes lie in the attribution of the company's internal management right.However,the scope of the management right itself is difficult to quantify,and the scope of the management right can only be specified in reverse by explicitly listing the owner's rights.After defining the concept of corporate governance mode,the second chapter further analyzes the advantages and disadvantages of each mode.It is believed that each governance modes has certain problems and also has its most suitable application fields.China's "Company Law" should allow companies to freely choose according to their own reality,and at the same time should respond to possible problems in choosing different governance modes in future legislation.If the single corporate governance framework is abolished and companies are allowed to choose among the three governance modes,the theory of mandatory of company law provisions,the limited liability of shareholders and the separation of powers and balances will certainly be impacted.The third chapter analyzes the above-mentioned three theories one by one,and comes into a conclusion that the policy considerations behind the mandatory clauses in the current legislation are no longer in line with the current practice.As for the commercial efficiency and the need to protect the interests of small and medium shareholders,it is not necessary to realize it through a unified governance model.In addition,the enhancement of the independence of the company and the advantages of limited liability make the limited liability system unquestionable.Decentralization and balances mechanism is not the only way to solve the problem of corporate governance,on the contrary,the moderate concentration of equity can also improve corporate performance.Therefore,the above theory is not irreconcilable with the freely chosen governance mode.The above analysis also reflects a series of problems such as the lack of publicity system and the failure of separation of powers and balances mechanism.In order to ensure the smooth progress of the reform of governance mode,the relevant supporting design should be improved in future legislation.After reaching the above conclusions,the fourth chapter of this article designs the establishment of future institutions and the provisions of their functions and powers,and believes that China's company law should provide a legislative template while allowing companies to make their own choices.For the board of directors,each company can choose whether to set up or not,but the manager should be a mandatory institution.As for the functions and powers of various institutions,the functions and powers of the shareholders' meeting shall be clearly listed first,and the functions and powers of the board of directors and the manager shall be clearly defined through general authorization and by allowing the qualification of the articles.Of course,considering other comprehensive factors such as economy,history,politics,law and culture,China's corporate governance reform can take a gradual approach,treat listed companies and state-owned enterprises differently,and complete the final reform in three steps.In addition,we also need to improve the commercial registration system,fiduciary duty system,profit participation and distribution system and dual shareholder representative litigation system.