|
3, Optimizing director’s deposition system. It is an international tendency that shareholders’ general meeting can depose directors at any moment⒁.But Company Law of China,Article47,Section2 provides, “The shareholders meeting of a company may not unwarrantedly dismiss a director of the board prior to the expiration of his term of office.” What meanings can we understand about the word “unwarrantedly”? The Law does not tell us .So we can see the purpose of legislators is to restrict shareholders’ rights and protect directorsˊinterests. This goes against the principle to urge directors to perform their functions and responsibilities carefully and modestly. So it is suggested that : Shareholders’ general meeting can depose directors at any moment; legalize the reasons of deposition should be legalized; the procedure of deposition should be succinct and effective; and vest in directors to be deposed the right of demurrer, etc.
4, Establishing Independent Director System . Independent Directors’ functions are firstly to restrict majority shareholders and protect minority shareholders, and secondly to settle the “inter control” matter. The supervision of Independent Directors’ and the supervisory board’s will inter-support and inter-complement. The Securities Supervision Commission of China has required publicly listed corporations to retain Independent Directors at the least number of one of the third of all directors before Jun.30,2002.⒂ So the Company Law should add provisions about Independent Director in the aspects of rights, obligations, responsibilities and functions and these provisions will be the golden rules of Independent Director System.
(Ⅳ) Optimizing the supervisory board system.
The intra supervision system of corporation is among the most important issues of the reform of corporate governance⒃.In China the supervisory board is the organ to preside supervision technically to directors and managers in corporation. In order to protect the interests of corporation and shareholders and facilitate the board of directors to regard the decisions of shareholders’ general meeting and the constitution of corporation, the supervisory power should be mighty and operational. But the regulations and provisions in Company Law about it are very deficient. From Company Law, Article 124—128, we can conclude that the supervisory board has no effective restriction system to directors, and the performance of authority is without procedural assurance, and also, supervisors cannot commence a lawsuit representing corporation against transgressing directors, etc. The supervisory boards in publicly listed corporations are generally lack of authorities and regards so that their functions cannot completely bring into play. So we must strengthen and optimize the system and the followings are suggested:
|
