英文摘要 |
Shareholder - centered values are the core principles of the company law and the logical starting point of the institutional arrangements of corporate governance. The governance model of shareholders' meeting centralism has legitimacy and feasibility. The new Company Law should continue to confirm and consolidate the supreme authority and ultimate control power of the shareholders' meeting, expand its statutory powers, and activate its operation mechanism. The Foreign Investment Law abolishes the model of board of directors centralism established by the three laws of foreign enterprises, and realizes the unification of shareholders' meeting centralism of domestic and foreign companies. The key to corporate compliance governance is to reduce agency costs, while board centralism, general manager centralism and team production theory are contrary to the logic of agency law. It is no coincidence that the corporate governance of listed companies in the U. S. experienced the failures of bank creditor - centrism and manager - centrism, and finally has returned to the shareholder centralism model. The separation of ownership and control is a persistent problem of corporate governance, not a panacea for good corporate governance. The board of directors is an executive body, not an authority. The Articles of Association and the resolution of the shareholders' meeting shall have the right to withdraw or restrict the powers of the board of directors. The statutory authority clauses of the shareholders' meeting are effective norms. The ordinary version, the enhanced version and the simplified version of the shareholders' meeting centralism model have their own merits. The resolution of the board of shareholders has the functions of exceptional correction and remedy for the improper decision making of the board of directors. |