One of the typical features of Chinese company governance，It uses shareholders' centralism rather than board centralism，In most cases, this can be consensus。But there is a difference in strength in this judgment，For example, the limited company in the law is portrayed as "a partnership in a legal person's coat"，It has a high strength; and it is believed that the existence of the controlling shareholder has caused insufficient equity to be decentralized，Then the board of directors is overhead，It is weaker in strength。Of course, a few opinions and claims，The existence of legal representatives、The status quo of "one person decision" and the situation of responsibility，Chinese company governance also has the characteristics of manager human centralism。

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Once a concept is popular and attracts attention，Many arguments will be derived，Leading its connotation alienation。Taking the concept of corporate governance center as an example，A typical error is，Due to the market structure of scattered equity, the United States belongs to the centralism of the board of directors，Due to insufficient equity, morality、Fa and other countries belong to the centralism of shareholders' meeting。Another error is，I believe that the controlling shareholder in reality controls the company's power，So the corporate governance model of the board of directors does not meet Chinese practice。The above error is the excessive extension of the concept，and the logical confusion of the facts and Ying Ri。

Actually，When the first Chinese scholars define the "board centralism" and "shareholders' conferenceism" definition，There are false errors。Some scholars in Taiwan in my country thought in the early years，The remaining power of the company belongs to the shareholders' meeting is the centralism of the shareholders meeting，belonging to the board of directors is the centralism of the board of directors。But this confuses the results of the company's factual operation and corporate law specifications，Because the remaining power of the company is legally，Except mainland China，Almost all belong to the board of directors -this is no exception in the Daqing "Company Law" in 1908。The reason why China ’s“ Company Law ”in 1993 adopted the shareholders' meeting as a“ power organs ”expression，There is a Bet365 app download more specific path dependency cause。The arrangement of the company's law on the remaining power，In fact, the difference is not large。Of course，Some people have misunderstandings about the "remaining power" itself。such as，It is advocated that the "Company Law" should maintain the compulsory settings of the Supervisory Board，The audit committee shall be replaced by the audit committee under the board of directors，and accordingly, it is believed that the board of directors should not enjoy the remaining power，It should not be used as the center of corporate governance。This view does not realize that "remaining power" should be "system design、Maintenance and operating decision -making power，instead of decentralization in the abstract sense; it is always binding with the control of the company's operation，There is no direct connection with the supervision or restriction mechanism。

　　The theoretical proof of the centralist centralism of the board of directors

The reason why the company's law specifications belong to the board of directors，It is the need for its internal logic。

On the one hand，This inner logic manifests as the maintenance of the interests of the company。Stakeholder，The facts exist in the practice of Chinese companies，Unable to eliminate each other in theoretical disputes，And it is reflected in the current "Company Law"。The concept of the discount or sharing of the two is "company interest"，The board of directors is responsible for the interests of the company。Even if you use conservative ideas，It is believed that the board of directors should be responsible for all shareholders before the bankruptcy boundary，Responsible to the creditors after the bankruptcy boundary，In fact, it also needs "company interests" as a carrier for the interests of shareholders or creditors。The interests of the company are a "collective interest"，If the board of directors cannot establish the remaining power，and the power of excessive expansion of the shareholders' meeting，In fact, it is impossible to realize the interests of the company，Because the law cannot force shareholders to vote for collective interests。If you do not distinguish collective resolutions or personal resolutions，One generally requires related shareholders' voting rights to avoid，will cause "knocking bamboo" among shareholders。，If the company's decision -making is controlled by controlling shareholders，and this decision violates the company's interests，At this time, you should not be held accountable bet365 best casino games for the "director supervisor" responsibility that cannot exercise power，should be held accountable for controlling shareholders。The power settings of the board center and the responsibility setting of the responsibility for integrity is symmetrical，And the current problem of the "Company Law" is that the company's power is attributed to "power organs"，But the board of accountability is hit on "Dong Jian Gao"，Leading power and responsibility。

On the other hand，This inherent logic manifests as a respect for corporate programs。Current Chinese company governance，Broadly lacks the charter、Program and decentralization respect，Preferences are informal、Non -open、Run the company without recording，In particular in the Co., Ltd.。This personal heroic operation mode，During the company's growth or expansion period, it does help simplify the process、Improve efficiency，But as long as the company's equity is diversified or in crisis，It will generate high institutional costs -triangular debt、Unable to liquidate、Falling in a deadlock, etc.，Now a large number of "zombie companies" are proof。If the governance mode of the centralist centralism is adopted，Collective decision -making may not be more efficient in operation，But restricting each other can promote the company's attention，Hedie Opportunity Risk。Many companies have even shareholders' meeting today、No board of directors will be held，The company's account is unclear、No record of decision -making、"One Yan Tang"，Once sue，It will take "a certain company law provisions are not compulsory norms", "lack of board resolution or shareholder meeting resolution" as a reason。Although the governance model of the board of directors cannot be guaranteed to cure this chaos，But at least it runs the company's operation、Promoting legitimate compliance is beneficial。

So，Corporate Law designed the board of directors as a corporate governance center，It is the inherent requirements of the overall standard and coordination。Who as the center of the company's legislation is a legal specification，instead of actual power operation problems。It is mistaken for views，Who's the benefit or rights of the company's dispute，Shareholder Primacy or Director Primacy，This view confuses specifications and facts。In fact，Even if the law stipulates that the company's main power belongs to the board of directors，If there is a controlling shareholder，It can also be arranged by nomination and voting to arrange its agents bet365 best casino games to become directors，Or simply control the company to actively control the company。In other words，The central power center in legal specifications does not necessarily master the actual power，It is just a program requirements for collective decision -making and power exercise。Non -listed companies in British and American countries，In this rule，Not to mention Germany and other countries。The Board Center itself will not shake the goal of maximizing shareholders' interests，Decide whether to be responsible for more interests to more interests，CONSTITUENCIES Article，The normative design arrangement of power。

Current，China's company law research insufficient attention to the theoretical of the company，and there are two main errors in two aspects。On the one hand，When exploring the company's governance center，Shengjie Hard Set Outside Rules，and lead to the following consequences: first，Once the rules increase，Questions about how to coordinate the new and old rules，Under the premise of lack of theoretical commanders, often lost direction; second，Errors in the control，For example, the typical comparison of the listed US listed company as the board center of the board of directors and China Co., Ltd.，Drawing the incomplete conclusion of the two，But this kind of hard contrast is not convincing。On the other hand，How to understand the relationship between shareholders and companies，Often logic confusion。such as，Similar to the claim of "capital capital establishment of ownership"，The company is about to be regarded as a collection of property，It is a theoretical starting point of many logical and reasoning;，Why can the company also get the personality of the legal person，What is the lower level than partnership? Enjoy convenience without paying the price，Obviously unreasonable reason。，There are also people who emphasize that the company is a "contract connector"，Use a contract to explain the nature of the company，But in terms of shareholders and company relations, they cannot adhere to the theory of contract，This also reflects the inconsistency of the logic of the front and rear。

　Practical needs of the centralist centralism

Theoretical development will guide practice，Today, most states in the United States have distinguished the LLC (US version of the United States): Member-Managed and Manager-Managed，Corresponding to contract companies and physical companies。The former can adopt the agreement between shareholders，essentially a "group" bet365 best casino games or "coalition"，Participate in management and decision -making between members; the latter should comply with the company's program，Use the decision -making procedure and power operation mechanism of the board center in the standard sense。This category，It is a more accurate positioning for the company's governance center，It is also more in line with the governance needs of different companies。In the revision of the "Company Law"，The governance mode of the board center should be the standard mode，But the exception allows non -public companies to adopt a "member management" method，If a company is willing to adopt this method，It should be stipulated in the charter and publicized。

Facing the doctrine of Chinese corporate governance，Some scholars only understand the governance of the entire company from the perspective of a limited company，Then oppose the centralism of the board of directors，This perspective has been separated from practical needs。Actually，The opponents of the board of directors of the board of directors cannot explain the following phenomena: first，Listed Company、Securities companies have actually moved to the centralism of the board of directors。Although it is still restricted by the Company Law，Some rules promulgated by the Securities Regulatory Commission also remain in the shadow of the centralism of the shareholders' meeting，But the corporate compliance mechanism it advocates and the stylized governance rules are based on the board of directors，The accountability mechanism is the same。Second，Bank、Insurance companies and other financial institutions have adopted a thorough board governance model under the guidance of the Financial Supervision Bureau。Many rules at the center of the shareholders' meeting，In fact, it becomes the governance obstacles of the aforementioned company。third，State -owned companies have already been among various reform documents，Model to the Central Committee Center，Although a large number of state -owned companies still exist as a limited company。From the public's publicity，The gully between reality and text。Fourth，Foreign companies based on their inherent thinking and practice，Of course, the governance mode of the board center is used。Fifth，Ready to go public、Limited Co., Ltd.，It also requires the governance mode of the centralist centralism。So from the perspective of practical needs，Board of Directory Centralism is not establishing a high standard market in the future、Does it promote the governance mode required bet365 Play online games by the company's growth? Otherwise, the efforts of the above different types of companies are not south and north、Is the fish seeking fish?

No doubt，Today in 2023，The revision of the "Company Law" cannot last theoretical and ideas before eighteen years，Whether it has enough forward -looking、How far can I see in legislative positioning，It has become the standard for measuring whether it is successful。

The current "Company Law" defines the shareholders' meeting as "power organs"，Get many power to the shareholders' meeting，Already have empty talks、Suspected of deviation from practice。This deviation is mainly reflected in the lack of three core power of the board of directors: First, to prevent the power of the company's assets or interests directly disposed of by shareholders，For example, the situation of controlling shareholders as related parties; the second is the power of the company's re -financing; the third is to acquire、Power in reorganization。About the lack of the first power has been quite controversial，But in the long run，The lack of power in the second and third powers is more damage to greater damage。They limit the company's self -development and even self -rescue ability (depending on the company's business status)，It also promoted the emergence of the company。Indeed，In controlling strong shareholders' strong corporate governance practice，Whether emphasizing the separation of the rights，Still emphasizing the restriction of the board of directors for shareholders，Not long -term、Fundamental strategy; but if it is also confirmed in legal norms, all power belong to the shareholders' meeting，Push the view of the centralism of the shareholders' meeting to the endpoint，So it is better to abolish the board of directors as "vases" and "rubber stamps"，To avoid the board of directors to control shareholders。

The point of view of the center of the board of directors is easy to understand -such views are a conservative tendency to maintain the status quo under institutional inertia，It is quite popular among Chinese law schools in doctrine law。The question is: the corporate method of the centralist centralism of the shareholders is a complete system、Logic、Does the institutional system that solves the problem? Agreement between shareholders，or even secret、Agreement with conditions，Do not take it out without a dispute，But for the company's power、Assets、Drawing and feet of interests，The conflict caused by shareholders caused、Company deadlock、How to solve the loss of creditors? bet365 live casino games Shareholder Convention Central Doctrine's corporate governance mode，Can the Securities and Futures Commission supervise the supervision of the abuse of power of the listed company to control the abuse of shareholders?

If the governance mode of the board center is long -term beneficial for practice，So the existing obstacles are not enough to shake the established development direction，It should only be included in consideration as an institutional cost。So，How much is the current objection from the perspective of cost income? If you consider institutional costs，So at least "board centralism" as the standard template，Taking "Shareholders Conference Centerism" as the exception，To show the value tendency of legislation and play the function of its social transformation。The current "Company Law" is modified，Questions on the center of corporate governance，The most lacking is the value judgment based on practical needs，The voice of the first -line practitioners。but including listed companies、Financial institutions、Active change of various commercial entities such as state -owned companies，Isn't it a clear answer?

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