| With the expansion of corporate scale and the increasing trend of equity decentralization,the separation of corporate ownership and management rights makes the board-centric corporate governance model widely applicable in all countries in the world under the situation that shareholders lack the professional ability and subjective will to manage the company.And according to the domestic business practice and the establishment of the company to the board of directors and managers of different positioning design and power division.The management decision and business execution of the company play an important role in the survival and development of the company.The choice of corporate governance mode,institutional setting,decision-making and supervision are all set and selected to ensure the normal operation of the company.The Company Law of China establishes a legal organization of "three associations and one layer",in which the board of directors and the manager assume the responsibility of the company’s business decision-making and business execution,and are the company’s operation management organization and business execution organization.However,the Company Law of Our country still adheres to the conservative mode of shareholder commitment-centered corporate governance,which obviously cannot meet the needs of the development of modern companies.In order to solve this problem,this paper analyzes the division of authority between the board of directors and the manager under the re-selection of corporate governance mode in China,so as to improve corporate governance in China.Specifically,this paper is divided into three parts as follows:The first part points out that the board of directors and the manager in our country adhere to the backward theory of shareholders’ meeting centralism,the function of the board of directors is not clear and the manager’s operation authority is insufficient.The functions and powers of the board of directors and the manager are unclear and the chairman of the board of directors is missing.In practice,the limitation of the uniqueness of the legal representative of the company,the monopoly of the power of the company by the chairman of the board of directors and the general manager of the company,and the limited supervision of the right to operate the company.The second part is in view of the above mentioned problems,respectively from the theory of shareholder centralism can not meet the needs of modern corporate decision-making,the function of the board of directors change,managers play a more important role in the actual operation of the company;The abuse of mandatory legal norms in terms of the authority of the board of directors and the authority of the manager,the unstandardization of legislative language and the legislative absence of the authority of the chairman under the deadlock of the board of directors’ decision;In practice,the legal representative is conservative and conformist,the separation and integration of chairman and manager,the supervisory function of the board of supervisors and the board of directors to the operation and management,and other aspects of the above problems are analyzed.The third part is to abandon the traditional shareholder centralism corporate governance model in theory,establish the board centralism and reshape the function of the board of directors,endowing managers with independent and complete corporate general management rights;It is stipulated by law that the functions and powers of the board of directors and the manager shall be autonomous by the articles of association,and the legislative language shall be standardized,and the second voting rights and supervisory powers of the chairman shall be increased;In practice,we break through the restriction of the uniqueness of legal representative,propose the suggestion of the separation of the two positions of chairman and general manager,improve the supervisory responsibilities of the board of supervisors and the management perspective of the board of directors on the company’s operation,and put forward suggestions to improve the problems mentioned above. |
