A Study On Corporate Governance Of Non-profit Private Schools

The Non-state Education Promotion Law of the People's Republic of China,which was revised in 2017,has implemented the classified management for private schools,standardized its internal governance mechanism,and stipulated that it should establish the board of directors,councils or other forms of decision-making bodies,executive bodies and corresponding supervision bodies.However,due to the previous chaos and disorder,there are many governance problems in private schools,the excessive power of the organizer makes it difficult for the board of directors to play its role;the absence of non-profit legal person owners and the prohibition of profit distribution make it difficult to supervise.Lack of provisions on the responsibilities and obligations of directors,the rights and obligations of directors are unbalanced.To solve these problems,firstly,this paper starts from the principal-agent theory and stakeholder theory of corporate legal person,and thinks the governance of non-profit private schools also has agency problems,the schools' assets has the public attribution,the running of the schools involves multiple stakeholders.Therefore,the internal governance of non-profit private schools can draw lessons from the theory of corporate governance to reasonably set the rights and obligations between different bodies.Secondly,the existing parallel governance structure in China has the defects of separating the supervision power from the appointment and removal power,and overlaps with the independent director system,it is suggested to adopt the unitary system like Britain,America or Germany.In the improvement of the internal governance mechanism of non-profit private schools,independent directors and professional committee systems should be introduced on the board of directors,which can help balance the power of board of directors and make the decision more scientific and reasonable.It can also bring more external resources to the development of legal person.The responsibility system for directors of non-profit private schools is an important mechanism for internal governance and supervision.In the setting of directors' responsibilities,this paper advocates the establishment of a derivative lawsuit against directors and the establishment of a director's liability system for third parties.The combination of the two is more conducive to protecting the rights of legal person and other stakeholders.