The Dilemma and Future of China's Board-Centred Governance Model:A Review of the Legislative Changes in the Three Draft Amendments to the Company Act
The position and role of the board of directors in China's corporate law are unclear,and there are three major problems:the board's management decision-making power is controlled by the shareholders;the board's super-visory power is limited by the two-tier supervision mechanism;the duty of care is hard to identify,the accountability mechanism is missing,so that the directors'power and responsibility are imbalanced.In this regard,it is necessary to reconfigure the power pattern of the board of directors,the shareholders and the supervisory committee.Expanding the scope of directors'authority,building an accountability system for the duty of care,and strengthening directors're-sponsibility for third parties,are beneficial to form a legal framework of board centrism.This will lead to the formation of a legal framework of director primacy,and provide opinions to improve the draft of the Company Law,and respond to the current needs of corporate governance and capital market development in China.
Director PrimacyBoard of DirectorsRight of Decision-makingRight of SupervisionConsis-tency and Accountability
NETL
NSTL
万方数据
维普
