| In December 2021,China started to revise the Company Law,and in December 2022,the second review draft of the Company Law(Revised draft)was submitted to the Standing Committee of the National People’s Congress for deliberation.One of the important revisions in the review draft is the expansion of the power scope of the board of directors of Chinese companies.At present,the relevant regulations of listed company in our country and the practice of listed company governance show that our country listed companies adopt "board-centric" corporate governance model.Compared with the traditional "shareholders’ meeting centralism",this governance model has great advantages.Not only has solid theoretical foundation,but also has been developed relatively mature in other countries.The "board centralism" governance model can give play to the professional expertise of the board of directors,improve the efficiency of corporate governance,so as to pursue higher economic benefits,and benefit investors and creditors of listed companies.However,although the current company legislation and the revised draft have endowed the board of directors of listed companies with more powers,the relevant system still needs to be improved,especially the system introduced from outside the country is not suitable for our securities market.The "board-centered" governance model of listed companies in China has many problems to be solved in legislation and practice,including the board of directors does not have independent legal status in legislation,the board of shareholders and the board of directors in the legislation of the authority of the unreasonable,the internal supervision of the board of directors in practice,and the legislation of the lack of restrictions on the responsibility of directors.To realize the corporate governance model centered on the board of directors in listed companies,it is necessary to improve the legal status of the board of directors,the scope of authority of the board of directors,the supervision of the board of directors and the limitation of the responsibilities of the directors.Our country can refer to the system construction of typical countries from other countries and optimize the system according to the actual situation of the development of our securities market.We should take the overall construction of the board of directors system as the goal to establish a more systematic and systematic board of directors system of listed companies.First,we should clarify the independent legal status of the board of directors of listed companies,which is the premise of improving the governance model centered on the board of directors.The second is to clarify the authority boundary between the shareholders’ meeting and the board of directors of listed companies,by redividing the inherent authority of the shareholders’ meeting and the board of directors,and determining the attribution of the remaining power;Third,to improve the internal supervision of the board of directors of listed companies,the specific measures to provide basic institutional guarantee for the performance of the independent directors of listed companies,clear the supervisory authority of the board of supervisors and independent directors,give full play to the role of the special committee of the board of directors;Fourth,strengthen the limitation of director liability of listed companies,including the limitation of director liability into the law,and introduce mandatory director liability insurance system in listed companies. |
