| All corporate power shall be exercised by or under the authority of and the business and affairs of the corporation managed under the direction of its board of director.However,the reality of how corporation are run diverges from the theoretical model of how they are supposed to be run.F both publicly and closely held corporations the roles of the board of directors and of shareholders deviate significantly from the traditional statutory scheme. In terms of Chinese situation,it is in trouble which separates law from practice.Especially corporation governance structure has been damaged by disorder.A case in point,manager controlling the whole corporations has made form lose it own function.So putting corporation governance structure in sunshine is the most important for the change nowadays.According to British practice,we ought to find out useful experience in common and then turn them into indigenous reality.The thesis aim for Chinese corporation governance structure which has a blemish.Offering relevant measure to mend it that is main opinion.The thesis is divided into three parts.Firstly,showing the defect of Chinese corporation governance structure. Internal management of governing and outside interfering;shareholder right structure has flaw;the minority's profit is harmed;supervisory committee lose function;board of directors has defect. Secondly,in-depth analysis to questions which have been given.Plan economy system affect present situation;how to effect Internal management of governing,In public corporations shareholders' participation in election of directors is far less fulsome than the model assumes.Largely their role is a passive one.Shareholders are offered management's slate of directors,and other management proposals,and mail in proxies indicating a vote of yes or no rarely do public shareholders fail to endorse management's slate of directors or its proposals and rarely do they approve nonmanagement initiatives;business corporation enacting has blemish.Finally,how to make Chinese corporation governance structure better. Establishing definite ownership system;protecting the minority's profit; shareholders staying in the core of Chinese corporation governance structure; strengthening board of directors' function,In public corporations,the board of directors has a largely symbolic role.Management---the corporation's senior executives---is the real locus of power in the modern public corporation. Because management selects directors,controls the information directors receive,controls corporate initiatives,and is intimately familiar with the corporation's business,the modern board of directors acts primarily as a "rubber stamp" of management decisions.This is largely true even though directors who are not members of management(outside directors) and those who have no business dealings with the corporation(unaffiliated directors) are increasingly represented on the board of public corporations; strengthening supervisory committee's function.Perfect the system of supervisory committee.In foreign countries,there is supervisory committee in some companies,but there is not in some others.At present,directorate and supervisory committee--the tow parallel shareholder representative machinery,has been chosen in China.The tenet of inside inspection is to make the enterprise controlled by shareholders and avoid the violation of the shareholders' will and benefit,which makes the enterprise derelict and invalid. In the operation of company act,the supervisory committee and supervisors should exceed the daily decision-making and management to exert their act of monitoring.In practice,the supervisory committee and supervisors can't shake off the control of big-shareholders or directorate,which leads the binary model to embarrassment.It is important to perfect the supervisory mechanism from inside and outside.In fact,reforming the system of supervisory committee is the most important part in the article,which I spent a lot of time thinking over and collecting files from many books.
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