公司决策权力分配路径的转向 : 法定与意定之间

The Conversion of Distribution Path of Corporate Power between Legal and Agreement

The idea that any company organization could not have unlimited decision-making power is the basic concept of company law. This concept requires the power differentiation of the board and shareholder's meeting. And this kind of structure must be regulated by the law. Whether it is stockholders-centerism or board-centerism, the traditional ways of company's decision-making power allocation mostly base on the ownership theory, and maximizing the interests of shareholders as the ultimate goal. This kind of idea should be reviewed. The company is an assembly of all the stakeholders, but shareholder is only one of them. To be fair, shareholder could not be company decision-makers, but based upon the balance of interests, the shareholder can have exceptional minimum supervision. Board of directors as a specialized management organization, as a representative of all the stakeholders, its decision-making authority comes from legal regulations. This kind of power comes from the original provision rather than non-authorized provision. For the allocation of inner decision-making authority, there are some principles should be held on: a) decision-making authority belongs to the board; b) decision-making authority of the shareholder is minimum; c) Power specificity principle and company classify principle. Under the concept of the ownership interest of shareholders, shareholders have excessive decision-making authority, which is unfavorable for improving the efficiency of company management. Decision-making authority will become rigid if it has not been differentiated. This pattern should be improved by legislation and revision.