The revision of the "Company Law" is being carried out in full swing，The reform of the company's governance system is the top priority of the revision of the law，And the academic community exists in this shareholders' meeting、Board、General Manager、Disputes of the legal representative and chairman as the corporate governance center。All say all the reason、Perseverance is based，But the author believes that the new "Company Law" should adhere to the company's corporate governance model with the development of shareholder centralism。Shareholder centralism governance mode is both legitimacy，It is also feasible; it is in line with China's national conditions，Also in line with international practice。

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Shareholder centralism governance model means that the company's development aims to create investment value、Promoting shareholders' interests，Company governance power comes from shareholders、Existence for shareholders，and exercise directly or indirectly by shareholders。Directors、Supervisor、executives (hereinafter referred to as "Directors and Supervisors") as trustees and agents must depend on all shareholders，Taking the interests of shareholders as a guide to behavior，Using shareholder satisfaction as the only gold stone for measuring the high performance of the director and supervision。One of the core contents of shareholder centralism is the company's power configuration centered on the shareholders' meeting，That is, the shareholders' meeting is the company's power agency (the highest decision -making agency) and enjoy the final control，and the board of directors and the board of supervisors only enjoy the corresponding authority as an executive agency and a supervisory agency。The company's governance power of the two stems from the award of all the shareholders，It must be responsible for the shareholders' association and all shareholders。The legitimacy of the shareholder centralist governance model comes from the three major legal roles of the shareholders in the corporate governance system: one is the remaining claiming right;。

First，Shareholder centralism governance mode originated from the ownership of the remaining request right。From the perspective of accounting such as accounting，Shareholders' rights to the company enjoyed the "owner's rights and interests"，Reflected the balance after the company's asset deduction。Legal person's property bet365 Play online games right、Debt and equity constitute the property right structure of modern corporate。Shareholders enjoy dividend rights、Requesting right to distribute the remaining property、A series of rights such as the right to repurchase requests，Its property rights are complex and diverse，But when shareholders claim the company's claim of property rights, they must follow two points of stock bonds、No Ying regardless of Ying、The rules of the ancestors and then ourselves，Keep the duty as the remaining request for the remaining right。Although the shareholders are the company's core interest -related person，But I do not enjoy the priority and privilege of the benefit of the creditors from the company，It can only be eligible to share surplus and remaining assets after all creditors are compensated in full.。Based on the first, then the inside、The concept of the pioneer and then the Lord，Shareholders can only be inferior to creditors to share dividends，and finally bear the loss。Since the shareholders are the company's profit -making inferior, the risk be undertaken by the risk of the company and the company's loss，If shareholders can get a satisfactory return on investment，Those who are related to all interests will get their own。It is due to the maximization of shareholders' value.，Shareholder centralism has the value of legitimacy and inclusiveness。

Next，Shareholder centralism governance mode originated from the integration of final control and the remaining request for removal。Relaxed according to rights and obligations、Investment and income matching、Principles of risk to decision -making，Who is the company's remaining right to ask for、Who finally bear investment risk，Whoever is qualified to master the company's final control。Article 36 and Article 98 of the "Company Law" emphasize that the shareholders' meeting is the company's power institution，Article 37 and 99 of the shareholders 'meeting in the statutory decision -making power; Article 80 of the Civil Code requires a profit legal person to set up power institutions; the two manuscripts of the "Draft of the Company Law" reiterate that the shareholders' meeting is the power institution。Inner logic based on "Final Control Right with the remaining demands"，If the company has debt claims，Shareholders have the final control as the remaining request of the company; if the company loses its debt capacity、Enter the bankruptcy program，Shareholders' rights and interests will be cleared，The point of directing the obligations of Dong Jian Gao Trust is pointed to the interests of shareholders to the interests of creditors。If the reorganization is successful，The final control will automatically bet365 best casino games return to shareholders。

Last，Shareholder centralism governance mode originated from the agency cost of the company's operation。Dong Jian Gao looks like the company's agent，Acting as an agent of shareholders。Dong Jian Gao has the obligation to loyalty and diligence with the company and all shareholders，But the phenomenon of rejection and lazy slack in practice all，It is not uncommon for the company to be eaten by the internal controller。From the perspective of human nature，The agent has congenital moral risks: the agent spend his money for his own money, and he usually does his best、Self -pressure; spend other people's money that may be clever when doing business、Greedy; Zhang Sanqian is easy to neglect when he work for Zhang San、Waste money; spending three money for Li Si is more likely to be thicker.、Crying bribes and bribery。In practice，Agent's opportunity tendency is not only manifested as huge related transactions、Jobs embezzlement and misappropriation、Forming a conflict of interest such as salary such as salary，It will only lead to the occurrence of hidden moral risks in corporate management。Shareholders are victims of the undertaking of the agency cost and the risk of moral risks，It is also the most qualified、The most effective supervisor。To control the company's agency risk，Not only the "Company Law" to strengthen the trust obligation and responsibility of the director and supervisor Gao Shen alone，It is also necessary to stimulate the function of shareholder centralism governance model for direct supervision and checks and balances of directors。

　　Shareholder centralism governance mode is feasible

Shareholder centralism governance model does not have the irreplaceable legal and factual disorder in the company's mission reshaping and control.。Some scholars believe that the lack of operability of the centralist governance mode of the shareholders，There are three reasons: First, the theory of corporate social responsibility theory and interests，Negative the company's value to maximize the value of the company; second, the shareholders 'participation in the shareholders' meeting is inconvenient，There is no time for collective review and voting，It is impossible to participate in the company's business decision -making; third, the proportion of public shareholders is low，Become a plate of loose sand，Unable to participate in the governance of listed companies。These views are questionable。

First，To maximize shareholders and do not contrary to the company's social responsibility，complement each other。Dong Jian Gao negatively negatively has the purpose of trust obliges to pursue the best interests for companies and all shareholders，Including the fundamental bet365 best casino games interests of the company's sustainable development and the medium and long -term interests of shareholders。Dong Jian Gao's mission is to sustain the well -being of shareholders and stakeholders，Explore the largest number of conventions of mutual benefit and win -win，Concentric circles of common interests in painting。Overall，The interests of shareholders and other stakeholders are consistent，It is a community of fate of the same wind and rain。The board of directors and management can neither use the short -term benefits of shareholders to maximize the standard of acting，The core appeal of those who resist the stakeholders; it cannot be based on the performance of social responsibility，and the original intention of the maximum value of shareholders。Performing social responsibilities does not need to harm the company's interests，Responsible for stakeholders does not have to harm shareholders' interests。Therefore，The current emergence of the company's social responsibility theory and ESG (environment、Social and Corporate Governance) The wave of waves is not a reason to resist the centralist governance mode of the shareholders。

Next，Economic globalization and digital process provides a rare historical opportunity for the centralist governance model of the shareholders。British East India Corporation (EIC) created in 1600，The backwardness of traffic and communication conditions at that time severely restricted the willingness and ability of public shareholders to participate in corporate governance，Breeding the internal person control chaos of the board of directors and professional managers。Effective Effective Empowerment of the Digital Age Effective Empowerment of Shareholder Centralism，Public shareholders can participate online and exercise the rights of shareholders，The "Draft Amendment of the Company Law (Draft 2)" Article 24 has clearly clarified the convening and voting of the shareholders' meeting.。In the future legislation，Legislators should encourage the company to use big data analysis、Artificial Intelligence、Modern technical means such as cloud computing and blockchain，Empowerment of public shareholders actively participate in the democratic decision -making and supervision procedure of the shareholders' meeting，Deepen the Reform of the Putty of Shareholders' General Assembly，Improve the quality of the company's governance。

Last，Optimization of the equity structure of the capital market and listed companies has enhanced the ability of public shareholders to participate in corporate governance。Look from outside the domain experience，The three major US index funds Bet365 lotto review that are known as the "three giants" are in S&P 500 Index's shareholding ratio has grown steadily since the 1990s，Three giants to s&P 500 Index's voting rights ratio can reach 34.3%in 2028，40.8%in 2038。Visible，The rise of institutional investors makes the equity structure of listed companies compared with the Berry -Mienes era，Vicissitudes of vicissitudes have occurred。As a major shareholder of the institution, the professional ability that actively exercises voting rights and control，There are also trust responsibility and social pressure from public investors。Board of Directory Centralism is the product of the separation of both rights，The separation of the two rights derived from the decentralization of the equity structure and the indifference of the public shareholders for corporate governance。Therefore，Changes in the equity structure in recent years will inevitably lead，Promoting the return of shareholder centralism and board centralism、Micro of the manager's centralism。In our country，With the completion of equity split reforms、Increasing equity liquidity of listed companies、The rise of institutional investors such as securities investment funds，Investors who are inclined to shareholder centralism are gradually getting better。

　　The shareholder centralism governance modeReality meaning

First，Shareholder centralism governance mode helps to safeguard national shareholders' rights，Realizing state -owned capital preservation and value -added，Prevent state -owned asset loss depreciation。The core point of deepening the reform of state -owned enterprises is to deepen the reform of state -owned enterprise corporate system，The legal implementation method of innovating national ownership (ownership of the whole people)。During the reform process，State -owned enterprises have gone through the real right model (the state owner、State operation)、Credit Model (State All、Enterprise Management) and Equity Model (Enterprise All、Business operation)。Property right model is the product of the traditional planned economic system，Debt model is a transition mode for state -owned enterprises from a planned economic model to a market economy model，Equity model is a market -oriented governance model that the state enjoys shareholders' rights。State -owned assets supervision departments from "management of people, management assets" to the core of the role of "management capital"，The exercise of the rights of state shareholders。In view of maintaining the success or failure of state -owned enterprise reform and the livelihood of the state -owned enterprises and the people's livelihood，bet365 Play online games It is necessary to comprehensively activate the centralist governance mode of the shareholders。

Next，Shareholder centralism governance mode helps to implement the "two unshakable" guidelines and policies，boosts private enterprise investment confidence，Preventing capital outflow。There are people with constant products with perseverance，The premise of constant production is the constant method，Protection of proceeding is no market economy。Although the equity is the bright pearl in the crown of the property rights protection system，But compared with property rights such as property rights rights，With natural vulnerability and inferiority。Capital like migratory birds，Where can I have investment returns，Where is the music soil。If the design of the centralist values ​​and system of the shareholders，Must suffocate investment vitality，Treatment of domestic capital loss、Foreign capital evacuation。The crux of the short cow in our country's stock market is not a lack of funds，Instead of investment confidence、Fortune effects are not up、Domino card effect of the lack of equity culture。To attract foreign capital、Keep domestic capital，Early the stock market office becomes a shareholder corn!、The government shakes cash tree、Integrity Enterprise Gas Station、The real economy engine，The new "Company Law" must refine the centralist governance mode of the shareholders。

Last，Shareholder centralism governance mode helps to promote entrepreneurial spirit，Improve incentive restraint mechanism，Reduce entrepreneurs backbridge risk。Entrepreneur group is an important business body，It is a valuable production element。The core of the entrepreneurial spirit is honesty and trustworthy、Diligence and dedication、Bold innovation、Framented for Apine、Winning sharing。To establish a wide strict and mutual help、Good and evil、Precise accountability、Precise accountability、Reasonable fault tolerance、Failure tolerance、Goodwill exemption、Fair Directors and Supervisor's Differential Differential Accountability Specification System，It is necessary to ensure the belief and awe of the centralist values ​​of the director of the director of the shareholders。If the directors and supervisors have high power desire to swell、Self -proclaimed the highest power center of the company，It will inevitably deviate from the original intention of the company's governance，Weaken the company's core competitiveness。and shareholders centralism help to correct the company's governance route，Reduce the cost of the company's agency，Improve business performance，Maintenance transaction security。Dong Jiangao's agent rights originated from shareholders，instead bet365 Play online games of gifted God、Legislator grace or the agent's self -empowerment。Dong Jian Gao should always be grateful，The harm of Chang Si is greedy，Chang Xiu's Ethics of Integrity，Make sure that each performance of the duties can withstand the legal test of shareholder centralism、Market Inspection and Social Inspection。

To sum up，Adhering to the development of shareholder centralism company governance model is the only correct choice of the new "Company Law"。Of course，Shareholder centralism governance mode is not denied or degraded the board of directors、Supervisory Board、General Manager、The important role of chairman and legal representative，Instead, it is the status of the cockpit stone status of the shareholders' meeting in the corporate governance system，Promoting the company's governance agencies in various ways、Each responsibility，Promoting the company's sustainable prosperity，Create a total of shareholders value，Push a total of high -quality economic development。

　(The author is a professor at the School of Law of Renmin University of China)