Corporate Governance
傅道远
【全文】
Corporate Governance in Company Law of China ：
Analysis ﹠ Recommendations
Fu Daoyuan *
（Ⅰ）Introduction
(Ⅱ) Protecting shareholders’rights and interests
（Ⅲ）Perfecting the director system
（Ⅳ）Optimizing the supervisory board system
(Ⅴ) Closure
“For international economy，good corporate governance structure is going
to as important as wholesome national governance。”⑴
“Only upgrade the level of corporate governance can Chinese corporations
confront and resist international competition。”⑵
（Ⅰ）Introduction
Many nations and corporations are now debating corporate governance issue in the sense of economy and law . The vital importance of corporate governance to organizations around the world has been reflected in an explosion of research and writing in the field. From《Principles of Corporate Governance : Analysis and Recommendations》published in 1992 by ALI (the American Law Institute), to OECD’s《Principles of Corporate Governance》advanced in 1999，it can be concluded that this issue has being become an enormous reform tendency which may bring far-reaching effect to economy and laws of the world.
Corporate Governance is defined as “a system to manage and control corporations” ⑶ which is formed in the course of the allocation of powers and functions between shareholders, directors, managers and stakeholders. Its premise is so-called “separation of ownership and control”⑷. Its essence is corporate command and supervision system⑸.Its nucleus is the balance of division of powers .And its objective is achieving the most of shareholders´benefits on the basis of fair,good faith and efficiency.
