The current revision of the "Company Law" is in full swing,Corporate governance system reform is the top priority in the revision of this law,There is a shareholder meeting in the academic world、Board of Directors、General Manager、Dispute over whether the legal representative or the chairman is the center of corporate governance。Everything is true、Be well-founded,But the author believes that the new "Company Law" should adhere to and develop the shareholder-centered corporate bet365 sign up offer。The shareholder-centered bet365 sign up offer has legitimacy,It is also possible;In line with China’s national conditions,Also in line with international practice。
The legitimacy of the bet365 sign up offer
The shareholder-centered bet365 sign up offer means that company development is aimed at creating investment value、Enhance the interests of shareholders,Corporate governance power comes from shareholders、Exist for shareholders,And exercised directly or indirectly by shareholders。Director、Supervisor、As trustees and agents, senior executives (hereinafter referred to as "Directors, Supervisors and Senior Management") must rely wholeheartedly on all shareholders,Taking maximization of shareholders’ interests as a guide to behavior,Using shareholder satisfaction as the only touchstone to measure the high performance of directors and supervisors。One of the core contents of shareholder centrism is the allocation of corporate power centered on the shareholders’ meeting,That is, the shareholders’ meeting is the company’s authority (the highest decision-making body) and enjoys ultimate control,The board of directors and the board of supervisors only have corresponding powers as executive agencies and supervisory agencies。Since the corporate governance powers of the latter two are derived from the authorization of all shareholders,You must be responsible to the shareholders’ meeting and all shareholders。The legitimacy of the shareholder-centered bet365 sign up offer stems from the three legal roles of shareholders in the corporate governance system: first, the residual claimant;The second is the person with ultimate control;The third is the principal in the principal-agent relationship。
First,The shareholder-centered bet365 sign up offer originates from the ownership of residual claim rights。From the perspective of accounting identity,The property rights enjoyed by shareholders in the company are called "owner's interests",Reflected as the balance of the company's assets after deducting liabilities。Legal person property rights、Debt and equity constitute the property rights structure of a modern company。Shareholders enjoy the right to dividends、Right to claim for distribution of remaining property、A series of rights including the right to request share repurchase,Their property rights are complex and diverse,However, when shareholders claim property rights against the company, they must follow the distinction between stocks and debts、No profit or profit、The rule of putting others before yourself,Abide by your duty as a residual claimant。Although shareholders are the company’s core stakeholders,But it does not enjoy the priority and privileges of benefiting from the company before creditors,Eligible to share in surplus and remaining assets only after all creditors are paid in full。Based on first outside then inside、The concept of guest first and then host,Shareholders can only share dividends with creditors,And ultimately suffered losses。Because shareholders are the inferior claimants when the company makes profits and the risk bearers when the company loses money,If all shareholders can obtain satisfactory investment returns,All stakeholders will get what they deserve。Because maximizing shareholder value implies maximizing interests of stakeholders,Shareholder centrism has the value of legitimacy and universal benefit。
Secondly,The shareholder-centered bet365 sign up offer originates from the unity of ultimate control rights and residual claim rights。Relatively proportional according to rights and obligations、Investment matches income、The principle that risk is proportional to decision-making,Who is the company’s residual claimant、Who ultimately bears the investment risk,Who is qualified to have the ultimate control of the company。Articles 36 and 98 of the current "Company Law" emphasize that the shareholders' meeting is the company's authority,Articles 37 and 99 enumerate the statutory decision-making powers of the shareholders’ meeting;Article 80 of the Civil Code requires for-profit legal persons to establish an authority;Both review drafts of the "Company Law Amendment Draft" reiterate that the shareholders' meeting is the authority body。Based on the internal logic of "the final control rights follow the remaining claim rights",If the company has the ability to repay debts,Shareholders enjoy ultimate control as the remaining claimants of the company;If the company loses its ability to pay debts、Entering bankruptcy proceedings,Shareholders’ equity will be cleared,The direction of the fiduciary obligations of directors, supervisors and senior management has shifted from the priority of shareholders’ interests to the priority of creditors。If the reorganization is successful,Final control automatically returns to shareholders。
Finally,bet365 sign up offer originates from agency costs in company operation。The directors, supervisors and senior executives look like agents of the company,actually the agent of the shareholder。Directors, supervisors and senior executives have obligations of loyalty and diligence to the company and all shareholders,But in practice, betrayal and laziness abound,It is not uncommon for companies to be cannibalized and closed down by internal controllers。From a human perspective,Agents have inherent moral hazard: agents usually do their best when spending their own money to do things for themselves、Self-pressure;When you spend other people’s money to do things for yourself, you may have a clever excuse、Insatiable greed;It is easy to be careless and slack when spending Zhang San’s money to do things for Zhang San、Waste of money;It is easier to favor one over the other when spending Zhang San’s money to do things for Li Si、Ask for bribes and accept bribes。In practice,The agent’s opportunistic tendency is not only reflected in huge related-party transactions、Official embezzlement and misappropriation、Explicit conflicts of interest such as setting sky-high salaries,Nepotism in corporate management will also lead to the occurrence of hidden moral hazard。Shareholders are the bearers of agency costs and victims of moral hazard,Also the most qualified、The most effective supervisor。To control the company’s agency risk,It is necessary for the "Company Law" to strengthen the fiduciary duties and responsibilities of independent directors, supervisors and high prudence,It is more necessary to stimulate the shareholder-centered governance model to supervise and balance directors, supervisors and senior executives。
The shareholder-centered bet365 sign up offer is feasible
There are no insurmountable legal and factual obstacles in the shareholder-centered bet365 sign up offer in reshaping the company's mission and allocating control rights。Some scholars believe that the shareholder-centered bet365 sign up offer lacks operability,There are three reasons: First, based on corporate social responsibility theory and stakeholder theory,Negative of the corporate governance goal of maximizing shareholder value;Second, it is inconvenient for shareholders to attend the shareholders’ meeting,No time to discuss and vote collectively,It is also impossible to personally participate in the company’s business decisions;Third, the shareholding ratio of public shareholders is low,Reduced to a piece of loose sand,Unable to participate in the governance of listed companies。These views are questionable。
First,Maximizing shareholder value and corporate social responsibility go hand in hand,Complement each other。The purpose of directors, supervisors and senior management’s fiduciary duties is to pursue the best interests of the company and all shareholders,Including the fundamental interests of the company’s sustainable development and the medium and long-term interests of shareholders。The mission of directors, supervisors and senior executives is to sustainably enhance the well-being of shareholders and stakeholders,Exploring the greatest common denominator for mutual benefit and win-win results,Draw concentric circles of common interests。Overall,The interests of shareholders and other stakeholders are aligned,We are a community with a shared future that stays together through thick and thin。Neither the board of directors nor the management can act solely based on maximizing the short-term interests of shareholders,Resisting the core demands of stakeholders;It cannot be based on fulfilling social responsibilities,Forgetting the original profit-making intention of maximizing shareholder value。Performing social responsibilities does not have to harm the company’s interests,Being responsible to stakeholders does not necessarily have to harm the interests of shareholders。Therefore,The current emerging corporate social responsibility theory and ESG (environment、The wave of social and corporate governance) is not a reason to resist the bet365 sign up offer。
Secondly,The process of economic globalization and digitalization provides a rare historical opportunity for the shareholder-centered bet365 sign up offer。The modern company originated from the British East India Company (EIC) founded in 1600,The backward transportation and communication conditions at that time severely restricted the willingness and ability of public shareholders to participate in corporate governance,It breeds the chaos of insider control in which the board of directors and professional managers turn against customers。The advent of the digital age effectively empowers the rise of shareholder centrism,Public shareholders can participate in the shareholders’ meeting online and exercise various shareholder rights,Article 24 of the "Company Law Amendment Draft (Second Review Draft)" has clarified that the convening and voting of shareholders' meetings can use electronic communication。Under legislation in the future,Lawmakers should encourage companies to use big data analytics、Artificial Intelligence、Modern technological means such as cloud computing and blockchain,Empower public shareholders to actively participate in the democratic decision-making and supervision procedures of shareholders’ meetings,Deepen the reform of general shareholder meetings,Improve the quality of corporate governance。
Finally,The optimization of the capital market and the ownership structure of listed companies has enhanced the ability of public shareholders to participate in corporate bet365 sign up offer。Viewed from overseas experience,The three major index funds in the United States, known as the "Big Three", are in S&The proportion of shares held in P 500 companies has grown steadily since the 1990s,Big Three versus S&The proportion of voting rights of P 500 index companies will reach 34 in 2028.3%,Up to 40 in 2038.8%。Visible,The rise of institutional investors has made the ownership structure of listed companies compared with the Burley-Means era,Great changes have taken place。As the major shareholder of the institution, it has the professional ability to actively exercise voting rights and control rights,There are also fiduciary responsibilities and social pressure from public investors。Board-centrism is the product of the separation of two powers,The separation of the two rights stems from the dispersion of the ownership structure and the public shareholders' indifference to corporate bet365 sign up offer。Therefore,Changes in shareholding structures in recent years will inevitably lead to a large number of listed companies moving towards the integration of two rights into one,Promote the return of shareholder centrism and board of directors centrism、The decline of manager-centrism。In our country,With the completion of share-trading reform、Improvement of equity liquidity of listed companies、The rise of institutional investors such as securities investment funds,The protection of investor rights and interests that tends to be shareholder-centric is getting better。
bet365 sign up offerPractical significance
First,bet365 sign up offer helps safeguard the rights of national shareholders,Realizing the preservation and appreciation of state-owned capital,Preventing the loss and devaluation of state-owned assets。The core essence of deepening the reform of state-owned assets and state-owned enterprises is to deepen the reform of state-owned enterprise companies,Innovative legal implementation methods of state ownership (ownership by the whole people)。In the process of reform,State-owned enterprises have experienced the property rights model (state-owned、State-operated)、Debt model (owned by the state、Enterprise operation) and equity model (enterprise ownership、Business management)。The property rights model is a product of the traditional planned economic system,The debt model is the transition model for state-owned enterprises to shift from the planned economy model to the market economy model,The equity model is a market-oriented governance model in which the country enjoys shareholder rights。The core of the transformation of the role of the state-owned assets supervision department from "managing people, managing affairs, and managing assets" to "managing capital",That is, the exercise of the rights of state shareholders。In view of the fact that safeguarding the rights of state shareholders is related to the success or failure of state-owned enterprise reform and the national economy and people's livelihood,The shareholder-centered governance model must be fully activated。
Secondly,The shareholder-centered bet365 sign up offer helps to implement the "two unwavering" principles and policies,Boost investment confidence of private enterprises,Prevent capital outflow。Those who have perseverance have perseverance,The prerequisite for constant production is constant law,No property rights protection means no market economy。Although equity is the shining pearl in the crown of the property rights protection system,But compared with property rights such as property rights and creditor's rights,Has natural vulnerability and disadvantage。Capital is like a migratory bird,Where is the return on investment,Where is the paradise。If shareholder-centered values and system design are not evident,It will inevitably suffocate investment vitality,Induced loss of domestic capital、Foreign capital withdrawal。The crux of my country’s stock market’s bearishness and bullishness is not the lack of funds,But investment confidence is low、Wealth effect is not significant、The domino effect of missing equity culture。To attract foreign investment、Retain domestic capital,Turn the stock market into a cornucopia of investors as soon as possible、Government cash cow、Integrity Enterprise Gas Station、Real economy engine,The new "Company Law" must elaborate on the shareholder-centered bet365 sign up offer。
Finally,Shareholder-centered bet365 sign up offer helps promote entrepreneurship,Sound incentive and restraint mechanism,Reduce the risk of entrepreneurs’ breach of trust。Entrepreneurs are important business entities,Is a valuable production factor。The core of entrepreneurship is honesty and trustworthiness、Diligence and dedication、Bold innovation、Forge ahead、Multi-win sharing。We must establish a balance between leniency and severity、There is a difference between good and evil、The blame is equal、Precise accountability、Reasonable fault tolerance、Tolerance failed、Good faith exemption、Differentiated accountability standard system for directors, supervisors and senior management with fair liability reduction,We must ensure that directors, supervisors and senior executives have faith and awe in shareholder-centered values。If the desire for power of directors, supervisors and senior executives increases、Self-proclaimed as the highest power center of the company,It will inevitably deviate from the original intention of corporate governance,Weakening the company’s core competitiveness。And shareholder centrism helps correct the course of corporate governance,Reduce company agency costs,Improve business performance,Maintain transaction security。The agency power of directors, supervisors and senior executives comes from the authorization of shareholders,Not gifted by God、Legislator’s permission or agent’s self-empowerment。Directors, supervisors and Gao should always be grateful,Always think about the harm of greed,Always practice the virtue of integrity,Ensure that every performance of duties can withstand the legal test of shareholder centrism、Market inspection and social inspection。
In summary,Adhering to and developing the shareholder-centered corporate bet365 sign up offer is the only correct choice for the new Company Law。Of course,The shareholder-centered bet365 sign up offer does not deny or belittle the board of directors、Supervisory Board、General Manager、The important role of the chairman and legal representative,But to maintain the ballast stone status of the shareholders’ meeting in the corporate governance system,Promote corporate governance institutions to go their own way、Everyone does his or her part,Work together to promote sustainable prosperity of the company,Co-create shareholder value,Work together to promote high-quality economic development。
(The author is a professor at the bet365 sign up offer School of Renmin University of China)
Friendly links:
Website registration number: Beijing bet365 sign up offer Network Security No. 11010502030146 Ministry of Industry and Information Technology:
All bet365 sign up offer reserved by China Social Sciences Magazine. No reproduction or use without permission is allowed
Chief editor’s email: zzszbj@126.com Contact information of this website: 010-85886809 Address: Floor 11-12, Building 1, bet365 sign up offer. 15 Guanghua Road, Chaoyang District, Beijing Postal Code: 100026
>