The Presumption on the Integrity of Limited Company’s Administrative Framework in China
|School||East China University of Political Science|
|Course||Civil and Commercial Law|
|Keywords||Limited liability company Governance structure Shareholders' Meeting Board of directors Board of Supervisors|
INTRODUCTION Introduction This article Why corporate governance issues to discuss research and why limited limited liability company is the object of this paper. Chapter I gives an overview of the chapter describes the basic orientation of the concept of corporate governance structure, shareholders, board of directors, board of supervisors and other authorities and functions of the nation's corporate governance structure model and our current corporate governance structure model. Chapter II (our) corporate governance structure of the status quo in this chapter on the existing problems in the current governance structure of the limited liability company introduction and formation analysis: determine the characteristics due to the limited liability company has co-shareholders actively involved in company management, so that the terms of reference of the shareholders will be transferred to the Board of Directors, become the form of a shareholders 'meeting, the shareholders' meeting shall have been gradually weakened in the company's practices; tectonic problems of the terms of reference of the board of directors of a limited liability company, the chairman of the board too much power to be the limit, the statutory powers of managers, the directors manager confusion; led to the directors and managers of the terms of reference of the Supervisory Committee terms of reference of the limited liability company still has not been implemented, the reality is no collective decision-making of the Board of Supervisors, the quality and capacity of the supervisors, supervisors indolent supervisory directors, the Board of Supervisors direct result of the lack of independence . Jurisprudence analysis in this chapter of the third chapter of the corporate governance structure of the limited liability company from the legal perspective, whether the need to set up a board of directors to exercise the company's management rights, the chairman of the terms of reference of the need to be further limited, in what form to clarify the powers of managers, whether the chairman of the board part-time manager, the Supervisory Committee whether it should cancel the construction of Supervisors and other issues were discussed by analyzing the various views of the contrast scholars, presents my understanding of these issues. Chapter foreign corporate governance structure introduced in this chapter by drawing the four countries of Germany, the United States, Britain, Japan in the limited liability company (or similar closed company) legislation on the relevant provisions of the countries in the terms of reference of the shareholders' meeting, the chairman of the terms of reference, powers of managers, and the company's internal supervisory authority for the legislation to be introduced. Improve our corporate governance structure envisaged Chapter This chapter introduces the author on how to improve our corporate governance structure ideas, recommendations should be read in conjunction with the characteristics of the limited liability company, to further implement the principle of flexibility in the legislation, to provide a more relaxed governance environment, specific measures: in the organization of the limited liability company set, the abolition of the Board of Directors will set up organs, the abolition of the Board of Supervisors is the only internal oversight bodies; improve the terms of reference of the board of directors of a limited liability company structure, further limited, chairman The power to cancel the powers of managers, a statutory body, also serve as executive from the legislative prohibition, chairman; strengthen the independence of the board of supervisors of a limited liability company: the introduction of a system of independent supervisors, establish incentives and accountability mechanisms of Supervisors.