On The Legal Status Of Chairman Of The Board

In the Company Law of People's Republic of China (hereinafter referred to as Company Law), the sole statutory power to represent company is endowed to the Chairman of the Board (hereinafter referred to as Chairman). This compulsory stipulation in the Company Law is one of those provisions that trouble the corporate practice most, and in most cases, leads to the deadlock of the corporate running, thus causing losses to the corporate. As legal representative of the company, how far can Chairman go in exercising his power? Starting from the legal status of the Chairman as the legal representative of the company and centering about the masterstroke of Chairman's power, this paper discusses the representative system of the legal entity of the Company Law, the position and power of the Chairman. The Chairman is evaluated in the whole power balance system of corporate governance. Some suggestions for the improvement of the related system in Company Law are proposed. All the parts of this paper are closely related and comparatively independent from each other. The main contents of the paper are as follows:Chapter 1 discusses the representative system of the legal entity in the Company Law, namely the Chairman is the legal representative of the corporation. By use of the method of comparative analysis, the typical corporate representative systems in the world today are compared with that in the Company Law. Basic theory on the corporate representative system is introduced. The representative system in the Company Law is introduced and evaluated, with emphasis on the background concerning why the Company Law employs the sole corporate representative system.Chapter 2 deals with the position of the Chairman. The selection and appointment of the Chairman and the removal of the Chairman are discussed. When discussing the selection and appointment of the Chairman, the qualification for the position is detailed and some suggestions are given. The author also integrates theory with practice, analyzing some practical issues during the changing of the Chairman, such as the changing registration and the consequence of the changing.Chapter 3 expounds the power of the Chairman. Some practical issues in corporate practice are detailed, such as Chairman's power to represent the company in transaction, Chairman's "special executive power", and the power to call the board meeting. Chairman's "ultra vires" act is briefed. Some measures to restrict Chairman's power are also given. Related stipulations in the Company Law concerning Chairman's power are criticized from the perspective of jurisprudence.Chapter 4 evaluates Chairman's power in the framework of corporate governance. Chairman's relationship with the company and that with the company organs are expounded respectively. Some countermeasures to overcome the dilemma in corporate governance are given. Some hot topics are discussed, such as the sterilization of the Board under the centralized authority of Chairman, the integration or separation of the Chairman and General Manager, etc.It is the 1st time in legal research areas to conduct detailed studies on the legal status of Chairman. The research method of comparative analysis is employed in the paper. With emphasis on the integration of theory with practice, some hot topics are discussed and analyzed. As for some experts' opinions, the author doesn't simply echo what others say. Instead, by use of dialectic analysis, the author conducts practical evaluation and concludes his own opinions based on the materials collected and his understanding of law.