Research On The Reform Of The Company Law System Based On The Board Centralism Governance Model

Based on the allocation of corporate power,corporate governance can be divided into three types: shareholder centered governance model,board centered governance model,and manager centered governance model,with shareholder centered governance model and board centered governance model having a greater impact.Which model should be applied to dominate the allocation of corporate power is one of the most concerned topics in current corporate governance research.Examining extraterritorial legislation,it can be found that many extraterritorial countries or regions,represented by the United States,have established a board centered governance model in their legislation.Obviously,this is an important choice made in order to better reduce corporate organizational management costs,improve corporate decision-making and operational efficiency,and enhance national economic competitiveness against the backdrop of continuous socio-economic development and expanding company size.In contrast,China’s current "Company Law" still adheres to the traditional "three meetings and one layer" governance model,with the shareholders’ meeting taking the leading position and being the highest authority of the company.This mode of power allocation has been widely criticized in the field of corporate law.Many scholars believe that a company is a for-profit legal person,focusing on the realization of commercial benefits,while the board of directors is a specialized management organization of the company,and should delegate control of the company to the board of directors,otherwise it will severely affect the operational efficiency of the company.Therefore,the corporate law community is also constantly calling for amendments to the current "Company Law",advocating the establishment of a board centered governance model.At present,it coincides with a new round of revision of the Company Law in China.The Company Law of the People’s Republic of China(Revised Draft)in 2021 has also responded positively to this,expanding the powers of the board of directors,while strengthening the regulation of directors’ responsibilities,and starting to move towards a board centered governance model.The Company Law of the People’s Republic of China(Revised Draft Second Review)in 2022 also continues this spirit of reform.However,in order to better promote the reform of the "Company Law",related issues such as the meaning,theoretical support,and specific system construction of the board centered governance model still need to be explored in depth.Therefore,this article takes the "Research on the Reform of the Corporate Legal System of the Board Centered Governance Model" as the research basis and launches the thesis writing.The specific content is divided into the following five chapters:The first chapter is an introduction.This chapter mainly analyzes the research background,research significance,research methods,literature review at home and abroad,as well as the innovation and shortcomings in the research on the theme of board centered governance model,thereby laying the necessary theoretical foundation for the specific development below.The second chapter analyzes the basic theoretical issues of the board centered governance model.Based on the definition of the concept of board centrism,this chapter analyzes the characteristics of the board centrism governance model,and then compares and analyzes the shareholder board centrism governance model and the manager level centrism governance model,explaining the relative advantages of the board centrism governance model in corporate governance practice,thereby laying a necessary theoretical foundation for the specific research content below.The third chapter studies the diversified needs of the board centered governance model.This chapter mainly discusses the diversified needs of the board centered governance model from five aspects: improving the efficiency of corporate governance,promoting the socialization of corporate governance,activating the company’s human capital market,addressing the drawbacks of shareholder centered governance,and supporting listed company governance practices,highlighting the practical necessity of establishing the board centered governance model.The fourth chapter is a reflection on the legislative allocation of corporate authority power in China under the board centered governance model.This chapter systematically reflects on the current power allocation of corporate organs in China from four aspects: the lack of the legislative concept of board centrism,the weakening of the power system construction,the inadequacy of the obligation regulation system,and the urgent need to strengthen civil liability,thereby providing targeted guidance for the specific institutional construction of the board centrism governance model in China’s "Company Law".The fifth chapter is a comparative analysis of the legislative development of board centralism governance models abroad.This chapter takes the development of corporate law in the United States,Britain,Germany,and Japan as examples to analyze the background,evolution,legislative regulation,and institutional experience of board centrism,with a view to providing necessary reference for promoting the legislative reform of the board centrism governance model in China’s Company Law.The sixth chapter analyzes the specific construction path of the board centered governance model in China’s company law.Firstly,it clarifies the scope of application of the board centered governance model,which is only applicable to joint stock limited liability companies,but not limited liability companies.Secondly,it is pointed out that it is necessary to optimize the construction of the power system of the board of directors,including clarifying the goal of exercising its power,that is,taking the overall interests of the company as the goal,expanding the boundaries of matters decided by the board of directors,clarifying the ownership of residual power to the board of directors,and strengthening the supervisory authority of the board of directors.Thirdly,it is pointed out that to improve the regulatory system of directors’ obligations,it is necessary not only to expand the composition of directors’ fiduciary obligations,but also to introduce operational judgment rules.Finally,it is emphasized to strengthen the regulation of directors’ civil liability.