On The Board Of Directors Of The Company Improve The System Of Legislative Research

On the basis of the law of corporation and the practice of corporation's operation, the primary goal of this paper is legislative perfecting of board of directors in corporation. The paper consists of three parts: the first part is devoted to the board of directors in china in view of corporation governance; secondly, compare and draw on the experience of pattern of board of directors from other countries; at last, legislative perfecting of board of directors of corporation in our country.In the first part of this paper, we expound three important issues. Firstly, corporation governance is to establish the mechanism of efficiency, encourage and restrain through regulation, and embody them by the right and obligation of shareholders, directors, supervisors and managers. Corporation governance derives from the modern corporation's property structure arrangement. It is the key of modern corporation institution. Secondly, in the distribute powers of corporation, it traced the evolution of corporation and explore the development from "shareholders meeting centralism" to "board of directors centralism", the board of directors is consisted by directors are elected at the annual meeting of shareholders, it manage the business and affairs of corporation inside and represent the corporation outside, so the board of directors is the key of corporation governance. Last in this part, we make an analysis the pattern and characteristics of board of directors in China.In the second part of the paper, we expound through the comparison of the patterns of board of directors from other country, we find that they have advantages and disadvantages, so the way for our country's legislation is to introduce all the advantages of every pattern on the basis of our institution environment.In the third part of the paper, we are mainly concerned legislative perfecting of board of directors of corporation in our country. This part divided into eight. First, in our opinions, the director is member of the board of directors, the functions of board of directors are embodied by the behavior of directors, regulate the behavior of director rely on the relation of the corporation and director that is clear and definite,thus, it must be regulation the behavior of directors in our corporation law. Second, perfecting the institution of director's civil liability, director ought to undertake duty once break the obligation. Third, it is perfecting the regulation of directors' meetings. Fourth, the independent of board of directors is the prerequisite of carry out power by director correctly, independent director mechanism is a better control mechanism, it is the important factor to further the independent of board of directors, and it is guarantee the behavior of board of directors be conformed to the demands of all inter related interest parties. Fifth, the distribute power of shareholders meeting and board of directors ought to be clear and definite. Sixth, one-person system of corporation representative is deficient in our country, the power of chairman of the board ought to reestablish. Seventh, the sole majority shareholders controlled the board of directors in our country very serious; it is necessary to establish the fiduciary duty for controlling shareholders. Last in this part, it ought to establish the institution of derivative action to restrain to the power the board of directors.