Abstract:
The division and allocation of decision-making power among corporate organs is the key issue and key point of corporate governance. In the modernization process of decentralization of Chinese companies, there is a trend of gradual return of the center of the board of directors. It has become an empirical consensus that the board of directors enjoys the decision-making power of company management, respects the governance differences of different types of companies, and gives companies more autonomy. The practice of commercial governance of listed companies in China shows that the power of the board of directors has been continuously expanded through the articles of association, which has challenged the power center of the shareholders' meeting. In practice, the litigation differences about the vague boundary of corporate governance decentralization and the unclear ownership of residual power require legislative improvement on the division of corporate decision-making power. In the reform of company law, we should consider rebuilding the management decision-making center of the board of directors and respecting the flexibility of the separation of powers between the board of directors and managers on the basis that the shareholders' meeting retains the limited statutory powers of amending the company's articles of association, electing and dismissing directors, etc. The power boundary of the board of directors shall be limited by laws and the articles of association, and the shareholders' meeting shall not arbitrarily exercise the powers of the board of directors. Respecting the inherent needs of corporate governance, rewriting the simple positioning of the board of directors as the executive body, and returning to the centralism of the board of directors may be the independent way for China's corporate governance to win.