One of the typical features of Chinese corporate governance，It adopts shareholder meeting centrism rather than board of directors centrism，In most cases this can be a consensus。But there is a difference in the strength of this judgment，For example, describing a limited bet365 new user promo in law as a "partnership disguised as a legal person"，Its strength is higher；It is believed that the existence of controlling shareholders leads to insufficient dispersion of equity，As a result, the board of directors was eliminated，Its strength is weak。Of course the minority opinion advocates，Based on the existence of legal representative、The current situation of "one person decision-making" and the situation of assuming responsibility，Chinese corporate governance also has the characteristics of manager-centrism。

　　The alienation bet365 new user promo central concept of corporate governance

Once a certain concept becomes popular and attracts attention，It will lead to many controversies，Resulting in the alienation of its connotation。Take the concept of corporate governance center as an example，A typical error is，Because of the market structure of dispersed ownership, the United States belongs to board-centrism，And because the equity is not dispersed enough, it will be Germany、France and other countries belong to shareholder meeting centrism。Another error is，Believe that in reality, controlling shareholders control the power of the bet365 new user promo，So the board-centric corporate governance model is not in line with Chinese practice。The reason for the above error is excessive extension of the concept，And the logical confusion between what is and what should be。

Actually，When Chinese scholars first defined "board-of-board centrism" and "shareholders' meeting-centrism"，There is a fallacy。Some scholars in Taiwan region of my country believed in the early years，The remaining power of the bet365 new user promo belongs to the shareholders’ meeting, which is shareholders’ meeting centrism，Belonging to the board of directors is board centrism。But this confuses the actual operation of the bet365 new user promo and the results of the bet365 new user promo law regulations，Because the bet365 new user promo’s residual power is in law，Except mainland China，Almost all belong to the board of directors - this is no exception in the "bet365 new user promo Law" of the Qing Dynasty in 1908。The reason why China’s 1993 bet365 new user promo Law adopted the expression shareholders’ meeting as the “authority organ”，There are more specific reasons for path dependency。Arrangements for residual rights in bet365 new user promo laws in various countries，In fact, there is not much difference。Of course，Some commentators also have misunderstandings about “residual power” itself。For example，Advocates that the mandatory setting of the board of supervisors should be maintained in the revision of the bet365 new user promo Law，The audit committee under the board of directors should not be used to replace the former，And accordingly believe that the board of directors should not enjoy residual powers，Should not be the center of corporate governance。This view fails to recognize that "residual power" should be "system design、Powers regarding maintenance and operational decisions，rather than decentralization in an abstract sense；It is always bound to the control rights in the bet365 new user promo's operation，Not directly related to the supervision or restriction mechanism。

　　Theoretical justification of bet365 new user promo-centrism

The reason why bet365 new user promo law attributes residual power to the board of directors，It is the need for consistent internal logic。

On the one hand，This internal logic is expressed as the maintenance of the bet365 new user promo’s interests。No matter stockholder or stakeholder orientation，All of them exist in practice in Chinese companies，It is impossible to eliminate the other party in a theoretical dispute，And it is reflected in the current "bet365 new user promo Law"。The compromise or shared concept between the two is "bet365 new user promo interest"，The board of directors is responsible for the interests of the bet365 new user promo。Even if you adopt a conservative approach，Considering that the board of directors is responsible to all shareholders before the bankruptcy threshold，Responsibility to creditors beyond the bankruptcy boundary，In fact, "bet365 new user promo interests" are also needed as the carrier of the interests of shareholders or creditors。bet365 new user promo interest is a "collective interest"，If it cannot be established that the board of directors has residual powers，Over-expanding the power of the shareholders’ meeting，It is actually impossible to realize the bet365 new user promo’s interests，Because the law cannot force shareholders to vote for collective interests。If no distinction is made between collective resolution matters and individual resolution matters，All related shareholders are required to avoid voting rights，It will cause shareholders to “rip off” each other。In addition，If bet365 new user promo decisions are controlled by controlling shareholders，This decision goes against the interests of the bet365 new user promo，At this time, "directors, supervisors and senior officials" who are in fact unable to exercise their power should not be held accountable，The controlling shareholders should be held accountable。The setting of power at the center of the board of directors and the setting of responsibility for breach of fiduciary obligations are symmetrical，The problem with the current "bet365 new user promo Law" is that it recognizes that bet365 new user promo power belongs to "authority organs"，But the blame will be placed on “directors, supervisors, and senior executives”，Resulting in inconsistent rights and responsibilities。

On the other hand，This internal logic is expressed as respect for the bet365 new user promo's procedures。Current corporate governance in China，Wide lack of understanding of the charter、Respect for procedures and separation of powers，Prefer informal、Non-public、Run a bet365 new user promo without keeping records，This is especially true in limited companies。This kind of personal heroic operating mode，Really helps streamline the process during a bet365 new user promo's growth or expansion phase、Improve efficiency，But as long as the bet365 new user promo’s equity is diversified or in crisis，There will be high institutional costs - triangular debt、Unable to liquidate、A deadlock, etc.，The large number of “zombie companies” today is proof of this。If a board-centric governance model is adopted，Collective decision-making may not be more efficient in business operations，But mutual constraints can promote companies to focus on procedures，Hedging opportunistic risks。Nowadays, many companies even have shareholders’ meetings、The board of directors will not be held，The bet365 new user promo’s accounts are unclear、No record of decision making、One word on governance，Once sued，They will use "a certain bet365 new user promo law provision is not a mandatory norm", "lack of board of directors resolution or shareholders' meeting resolution", etc. as reasons。Although there is no guarantee that the board-centric governance model can eradicate this chaos，But at least it runs on regulated companies、Promoting legal compliance is beneficial。

Therefore，bet365 new user promo Law designs the board of directors as the center of corporate governance，It is the inherent requirement for the coordination of the overall specification。Who should focus on corporate legislation is a legal norm issue，Rather than a matter of actual power operation。Some people mistakenly believe that，The dispute at the center of corporate governance whose interests or rights take precedence，Similar to the debate in American law between shareholder primacy and director primacy，This view confuses norms with facts。In fact，Even if the law stipulates that the main power of the bet365 new user promo belongs to the board of directors，If there is a controlling shareholder，It is also possible to arrange for its agent to become a director through nomination and voting，Or simply appoint yourself a director to actually control the bet365 new user promo。In other words，The center of power in terms of legal norms does not necessarily hold actual power，Just a procedural requirement for collective decision-making and exercise of power。Unlisted companies in British and American countries，Under this rule, it is also similar to the actual dominance of shareholders in Chinese corporate governance，Not to mention Germany, Japan and other countries。The board center itself will not shake the goal of maximizing shareholders’ interests，Deciding whether to be accountable to more stakeholders，is the “stakeholder clause” (constituencies article) in corporate governance，Rather than a normative design arrangement of power。

Current，China’s corporate law research pays insufficient attention to corporate theory，There are mainly two errors。On the one hand，In discussing the Center for Corporate Governance，Copying foreign rules mechanically，And lead to the following consequences: first，Once the rules are added，On how to coordinate the old and new rules，Often lose their way in the absence of theoretical leadership；Second，Incorrect comparison，For example, compare the typical American listed bet365 new user promo as the center of the board of directors with a Chinese limited bet365 new user promo，Conclusion that the two are incompatible，But this blunt comparison is not convincing。On the other hand，How to understand the relationship between shareholders and the bet365 new user promo，Often logically confusing。For example，A claim similar to “investment to establish ownership”，Considering the bet365 new user promo as a collective property，is the theoretical starting point for many logic and reasoning；However, when the Partnership Enterprise Law confirms the tendency of the entity theory through systems such as "concentration of power," "investment," and "derivative partnership litigation"，Why can a bet365 new user promo also obtain legal personality，It is less stylized than partnership？Just enjoy the convenience without paying the price，Obviously unreasonable。In addition，Some commentators emphasize that the bet365 new user promo is a "contractual connector"，Use contracts to explain the essence of a bet365 new user promo，But we cannot adhere to the contract theory in the relationship between shareholders and the bet365 new user promo，This also reflects the inconsistency of logic。

　The practical needs of bet365 new user promo-centrism

Theoretical development will guide practice，Most states in the United States now distinguish between deregulated LLCs (the American version of limited companies): member-managed and manager-managed，corresponds to contract companies and entity companies。The former can adopt an agreement between shareholders in terms of governance，Essence is a "group" or "coalition"，Parallel participation in management and decision-making among members；The latter should abide by bet365 new user promo procedures，Adopt the decision-making process and power operation mechanism of the board of directors in a normative sense。This category，is a more accurate positioning of the corporate governance center，It is also more in line with the governance needs of different companies。The "bet365 new user promo Law" is being revised，The board-centered governance model should become the standard model，However, exceptions may be made to allow non-public companies to adopt the "member management" method，If a bet365 new user promo is willing to take this approach，Should be stipulated in the articles of association and made public。

Facing the ideological debate on China’s corporate governance，Some scholars only understand the entire corporate governance from the perspective of a limited bet365 new user promo，And then oppose board-centrism，This perspective has been divorced from practical needs。actually，Opponents of board-centrism cannot explain the following phenomena: First，Listed bet365 new user promo、Securities companies have actually moved towards board-centrism。Although still subject to the "bet365 new user promo Law"，Some rules promulgated by the China Securities Regulatory Commission still retain the shadow of shareholders’ meeting centrism，But the corporate compliance mechanism and stylized governance rules advocated by it are all centered on the board of directors，The same is true for the accountability mechanism。Second，Bank、Insurance companies and other financial institutions have adopted a thorough board-centered governance model under the guidance of the Financial Supervisory Authority。Adhere to the many rules at the heart of shareholders’ meetings，In fact, it has become an obstacle to the governance of the aforementioned bet365 new user promo。Third，State-owned companies are already included in various reform documents，Towards a board-centered model，Although a large number of state-owned companies still exist as limited companies。Thus, in the publicity of the bet365 new user promo，The gap between reality and text。Fourth，Foreign-funded companies are based on their inherent thinking and practices，Of course, the board of directors center governance model is adopted。Fifth，Preparing for listing、Limited companies that want to internationalize or intend to adopt mixed ownership，A board-centric governance model is also needed。So from the perspective of practical needs，Isn’t board-centrism the basis for establishing a high-standard market in the future、Is it the governance model needed to promote bet365 new user promo growth？Otherwise, wouldn’t the efforts of the above different types of companies be completely opposite?、Are you looking for fish by chance?？

Without a doubt，Today in 2023，The revision of the "bet365 new user promo Law" cannot continue the theories and ideas from eighteen years ago，Is it sufficiently forward-looking、How far can we see in terms of legislative positioning，It has become a standard to measure the success of Dharma practice。

The current "bet365 new user promo Law" defines the shareholders' meeting as an "authority authority"，Transfer many powers to the shareholders’ meeting，Already have empty talkism、Suspicion of deviating from practice。This deviation is mainly reflected in the lack of three core powers of the board of directors: first, the power to prevent the bet365 new user promo’s assets or interests from being directly disposed of by shareholders，For example, the controlling shareholder provides guarantee for related parties；The second is the bet365 new user promo’s power to refinance；The third is mergers and acquisitions、Power in Reorganization。There has been much controversy regarding the lack of the first power，But in the long run，The absence of the second and third powers is more damaging。They limit the bet365 new user promo's ability to develop or even save itself (depending on the bet365 new user promo's operating status)，Also contributed to the bet365 new user promo's deadlock。Indeed，In corporate governance practices with strong controlling shareholders，No matter whether we emphasize the separation of the two powers，Still emphasizing the board of directors’ restrictions on shareholders，It won’t last long、Fundamental strategy；But if it is also confirmed in legal regulations that all power belongs to the shareholders’ meeting，Pushing the shareholder meeting-centrism point of view to its extreme，Then it is better to abolish the board of directors as a "vase" and a "rubber stamp"，To avoid the board of directors becoming a scapegoat for controlling shareholders。

The argument against board-centeredness is easy to understand - such a view is a conservative tendency to maintain the status quo arising from institutional inertia，Quite popular among Chinese law schools where dogmatic law is noisy。The problem is: the shareholder meeting-centered corporate law is a complete system、Self-consistent logic、Has the system solved the problem?？Agreement between shareholders，Even secretly、Conditional Agreement，If there is no dispute, it will not be taken out，But it has power over the bet365 new user promo、Asset、Interests dictate，Shareholder conflicts caused by、bet365 new user promo deadlock、How to resolve creditor losses？Corporate governance model of shareholder meeting centrism，Can it meet the regulatory needs of the China Securities Regulatory Commission on the abuse of power by controlling shareholders of listed companies？

If the board-centered governance model is beneficial to practice in the long run，Then the existing obstacles are not enough to shake the established development direction，Should only be considered as an institutional cost。Then，How much of the current objections are developed from a cost-benefit perspective？If the system cost is taken into account，Then at least "board-centrism" can be the standard template，Using "Shareholders' Meeting Centrism" as an exception，To express the value tendency of legislation and exert its function of social transformation。The current "bet365 new user promo Law" is being revised，Questions for the Center for Corporate Governance，What is most lacking is value judgment based on practical needs，It is the voice of frontline practitioners。But including listed companies、Financial institution、Proactive transformation of various business entities such as state-owned companies，Isn’t it clear that the answer has already been given?？

　　(The author is a professor at Peking University bet365 new user promo School)