On The Perfection Of The Board Of Directors Of The Corporation Governance Structure In China

The company, as a kind of advanced enterprise organizational form, is an effective carrier with highly socialized productivity. While creating enormous wealth of society, it increasingly exposes the design about organization system of managing company and the question of perfecting operation system on the basis of construction of the company corporation governance structure of company's ownership production separated form power of management and perfection question . The power of the company can be summarized generally: Policy-making power, right of operation and management and authority of supervising, which are enjoyed by different organs of the company respectively. Among of them the right of operating and managing is mainly concentrated on the hand of the board of directors. The board of directors is an executive organ of company's power, occupying the center in the administration structure of the company, acting as the executor of shareholders' meeting resolution and the conductor person of the managers and Company staff.A great deal of questions exposed in practice that the company manages relates to board of directors. As the central board of directors of motive force of the company activity, it has concentrated a lot of contradictions of managing company; so reforming and perfecting board of directors system has become the focal point and difficult point of the system engineering of managing company. But the reform has the danger to enter a mistaken road. The question of the company managing is facilitated by many kinds of reasons. The board of company should not become the target of public criticism .The voice to strengthen supervision to it exceed from one wave to another one. Other problems of managing company have been concealed among the condemnation to the board of directors. I think, the origin problem of managing company lies in the guideline of company managing at present. It is obviously unfair to exclude the managers and the workers of the company and the all kinds of creditors of company from the owner of the company. They have played thesame important roles as the shareholders in company operating and contributing to company etc. Undoubtedly it is difficult to guarantee the fairness of managing company carrying on the premise of such rules. So it is easy to understand the difficult of managing company at present: expensive, high risk and poor efficiency.Without breaking through the guidelines of the company managing, it is no use to criticize the board of directors, which is far from the key to the question. This text has proved the measure that the system of board of directors reforms and perfects in the Limited Company of our country from three respects, making every effort to cast a brick to attract jade. At first, it summarizes out the universal law of system development of board of directors in company's administration structure in the whole world in terms of macroscopic, which is regarded as the perfect guideline of the board of directors in the Limited Company of our country. The conclusion is: The general principle that the company managing has already been changed from the unilateral company to the multilateral company. The thought of reforming and perfecting the board of directors under the guidance of unilateral company has already gone into a dead road. We should comply with the objective law of historical development, guiding the construction of company's relevant systems with the multilateral theory of managing company, including the system of board of directors.The second part of thesis is analyzing the guidelines theory of our country and the current situation of managing company. The conclusion is that the guidelines of our company has been old, following the principle of unilateral company manage ; The board of directors is inclined to become a skeleton in such administration structure of company managing.In the third part, combining with the first part, I propose several suggestions of reforming and perfecting the board of directors of the company's administration structure of our country. Discarding the backward unilateral company managing theory, abiding by the principle multilateral of managing company and constructing the company's relevant systems and operating mechanism; Transforming shareholders' meeting of company, absorbing other company strength to enter theownership organ of Company in many ways; setting up the extensive steady company power platform, building the wide space for the construction of company's other systems; Transforming the board of directors of company to seek fairness and efficiency; On the premise of such principle, combining to practice of our country , absorbing the successful experience of managing company of the developed country, we have hope to avoid the confusion to copy other country with blind eyes and find the right way suitable for our country in the end.