Research On Authority Boundary Between Shareholders' Meeting And Board

As the separation of ownership and management continues,shareholders' meetings and boards of directors are also vying for power.At present,regarding the power division between the board of directors and the board of directors,scholars have been discussing from the following aspects.Some scholars mainly discuss whether the residual power should belong to the shareholders' meeting or to the board of directors.Some scholars have studied which powers can be authorized to the board of directors by the articles of association.However,under the current company law of China,the ownership of residual power is still uncertain.These discussions did not involve,when the board of directors has realistically decided that a certain rule does not violate the laws and regulations and the company's articles of association,can the shareholders' meeting reject it? The ways of appointing or removing directors or amending the articles of association to change the powers and powers of the board of directors after the event are lagging behind and cannot be solved in time when problems occur.Therefore,it can't completely solve the problem of protecting the shareholders' interests when the management right infringes upon them.In practice,the effectiveness of the general resolution of the board of directors is not clear.This paper holds that the resolution of the board of directors cannot begenerally analyzed,because the source of this authority may be from legal provisions or the provisions of the company's articles of association.Sometimes the law and the company's articles of association do not provide.Even it can be from the company's articles of association beyond the legal provisions of the board of directors of the shareholders' committee of the statutory authority.And our country judicatory practice's practice mainly is does not agree the shareholder meeting veto power,because the court attaches great importance to the internal autonomy of the articles of association.It held that the articles of association were approved by all the shareholders of the company.In order to negate the decision made according to it,it should be made through the procedure of amending the articles of association of the company,not simply by ordinary decision.In addition,the court holds that the articles of association are only effective to the company,not the outside parties.Therefore,no matter the remaining matters or the matters stipulated in the company's articles of association,as long as the matter is related to an external third party in good faith,the court considers that once the matter is decided,it can no longer be denied,unless the shareholders will divide the resolution right in accordance with the procedure of amending the company's articles of association.When this matter is not connected with external stakeholders,the court will make a decision based on the principle that shareholders' meeting shall be the supreme organ of authority of the company.The court regards the decision of the shareholders' committee as the supreme decision on the board of directors.In this case,when there is a confliction between the shareholders' committee and the board of directors,the court ruled that the resolution of the shareholders' committee shall prevail.Also,the board of shareholders can veto decisions already made by the board of directors.Nowadays,according to the different sources of the board of directors' resolution rights,this paper concludes that for the sake of protecting external stakeholders and the economic order,it denies the shareholders' right of veto over the remaining matters of the board of directors' resolution,as well as matters expressly stipulated bythe company law and the articles of association.When there is no external stakeholders,the supreme authority of the board of shareholders and the purpose to protect the rights and interests of minority shareholders should play the role.When an articles of association violates the terms of reference stipulated by law,the shareholders' committee should not be granted the power to veto such matters by ordinary resolution,but should be allowed to inform the court of the violation of the company's articles of association through litigation,so as to achieve the purpose of protecting the provisions of law.