1. Establish a corporate governance structure centered on the board of directors and expand the scope of authority of the board of directors. Because only the board of directors can be responsible for management activities and decisions, and decisions essentially determine the company's operating conditions, so the corporate governance structure must be built around the board of directors. To this end, we need to take four reform measures: first, reduce the authority of the shareholders' meeting, limit it to the appointment and removal of some directors, examine and approve the remuneration of directors and supervisors, consider the profit distribution plan, increase or decrease capital, terminate merger and division, amend the company's articles of association, and delegate the power related to operation and management to the board of directors; Secondly, the principle of power allocation between the shareholders' meeting and the board of directors is clearly defined by law, that is, the shareholders' meeting can only exercise the functions and powers of the shareholders' meeting clearly stipulated in the Company Law, and other functions and powers are exercised by the board of directors unless otherwise stipulated in the articles of association; Third, the company law no longer stipulates the authority of the board of directors in the form of enumeration, but in the form of the company's articles of association; Fourth, cancel the terms of authority set by the Company Law for managers, and authorize the board of directors to dispose of them according to the articles of association.

2. Establish a diversified legal representative system, and prohibit the chairman and general manager from being 1. According to foreign practice, a company may have a chairman or a chairman, but he may not be the legal representative or the only legal representative. The Articles of Association may authorize the executive director to be the legal representative of the company in different business fields. The company law stipulates that the chairman is the only legal representative, which excludes the representation of other executive directors. On the one hand, it limits the power of other executive directors, which is not conducive to making timely business decisions. On the other hand, it provides conditions for the chairman to be highly exclusive and above the board of directors, which makes this centralization reach its peak when the chairman is also the general manager. Therefore, the legal representative of the company should be authorized by law. According to the Articles of Association, the legal representative can be the chairman or other executive directors, and can be full-time by 1 person, or two or three people in different business fields. The chairman of the board of directors shall not concurrently serve as the manager and legal representative of the company.

3. Introduce and confirm the independent director system legally, and allow the board of directors to set up special committees. One of the important reasons why the board of directors of China Company can't really perform the duties of the board of directors, or ignore the interests of the company and harm the interests of shareholders is that the board of directors is single, and its members are basically from the controlling shareholders. In the process of deliberation and decision-making of the board of directors, many directors are accustomed to obeying the will of the chairman appointed by the controlling shareholder, not carefully distinguishing, thinking and weighing the issues to be voted, and not judging the legal risks that may be brought by signing documents. The only way to solve this problem is to introduce the independent director system and a large proportion of external directors into the board of directors. Legally, relevant management companies, consulting companies, law firms, accounting firms, investment banks, insurance companies and fund companies should be allowed to appoint full-time or part-time directors to listed companies, so as to change the current situation that the board of directors of companies is basically composed of internal directors. In addition, following the American model, the board of directors can be allowed to set up special committees, such as finance Committee, remuneration Committee and nomination Committee, which are mainly composed of independent directors.

4. Further clarify the obligations of directors. Although the company law also stipulates the obligations of directors? Hey? Hey? What are the disadvantages of Ba Long φ? Giant deer otter ⒅ A German brother pulled out a scar? Is that correct? Hey? Bad beauty? Mysterious? What's the matter with you? About consumption ratio/chewing? Yu Bao? Article 23), but this provision is too general and broad and lacks quantitative standards. In practice, it is difficult to judge whether the specific behavior of directors violates this provision. The author believes that the obligations of prudence and loyalty in Anglo-American company law should be fully introduced. In terms of the duty of care, the standard of "care" should be set for directors, that is, he should participate in the management and decision-making of the company with the professional knowledge and management experience that an ordinary director should have, and must not cause losses or damage to the company due to intentional, negligence, slack and other reasons. In terms of duty of loyalty, directors should be required to perform their duties in person in the best interests of the company. Unless otherwise stipulated by laws and articles of association, you shall not engage in any business or activity that conflicts with the interests of the company, and you shall not infringe upon or use the property, information or opportunities belonging to the company for any personal purpose. In addition, the directors of the company should also undertake the supervision of the management and the responsibility to the society.

5. Expand the power of the board of supervisors and establish a veritable board of supervisors system. China's board of supervisors, modeled after the continental law system, has changed its system design. For example, in German law, the board of supervisors has the right to appoint and remove directors, to supervise the business operation of the board of directors, to examine the annual financial statements, balance sheets, profit and loss statements, notes to financial statements and financial statements formulated by the board of directors, and to approve the annual report of the board of directors, that is, in fact, the board of supervisors has exercised the functions and powers of the traditional shareholders' meeting. Article 126 of China's Company Law mainly gives the board of supervisors the right to supervise the illegal acts of directors and managers and the acts that harm the interests of the company in a negative way, but it lacks positive authority, which leads to the board of supervisors being ineffective. I think we can expand the power of the board of supervisors from the following aspects: (1) hand over the nomination right of some directors to the board of supervisors; The chairman of the board of supervisors presides over the shareholders' meeting; The appointment or dismissal of an accounting firm shall be decided by the board of supervisors; The financial report is prepared by the board of directors and submitted to the board of supervisors for consideration, and submitted to the shareholders' meeting for consideration by the board of supervisors; On behalf of the Company, the Board of Supervisors sued the directors and senior managers who violated the rules.

6. Restrict the power of the controlling shareholder. China's listed companies are often state-owned enterprises as the main sponsors holding unlisted shares, which causes the controlling shareholders to have great power in listed companies. Appointment and remuneration of directors and supervisors, appointment and removal of chairman and general manager, formulation and revision of articles of association, dividend distribution, capital increase and capital decrease, merger and reorganization, etc. It is handled and decided by the controlling shareholder. Therefore, it is necessary to legally restrict the power of the controlling shareholder (or authorize the articles of association to restrict it). For example, it can be stipulated that the controlling shareholder cannot occupy all the positions of directors and supervisors, but a certain proportion should be set aside for other promoters, public shareholders or independent persons; Restrict the voting rights of controlling shareholders; The positions of chairman, general manager and chairman of the board of supervisors cannot all be held by controlling shareholders; The heads of subsidiaries of listed companies cannot all be appointed from the controlling shareholders; The controlling shareholder shall not include in the articles of association and resolutions of the shareholders' general meeting the contents of expanding its own rights and interests and narrowing the rights and interests of other shareholders.

7. Establish a representative litigation system. Representative litigation originated from Anglo-American legal system, and has been widely adopted by commercial law and company law all over the world after more than one hundred years of development. According to this system, when an organ or individual who has the right to represent the company defends the company's interests through litigation and is too lazy to pursue the responsibility of directors, supervisors or other senior managers who have caused damage to the company's interests, shareholders who meet the statutory conditions can bring a lawsuit on behalf of the company. Representative litigation system is an effective legal mechanism to strengthen shareholders' supervision over business operators, urge them to be diligent and conscientious, prevent abuse of rights and prevent management from "protecting officials from each other".

8. Establish a litigation support system to help investors realize their litigation rights. China's securities regulatory authorities and relevant administrative departments investigate and deal with a large number of cases that violate the Company Law, the Securities Law and related laws and regulations every year. However, because this investigation was mainly limited to administrative punishment, it did not compensate the damaged shareholders' rights and interests or the interests of the company, and even actually shared the interests of shareholders with the fines imposed by the company. On the other hand, due to the small number of shares held by public shareholders, geographical dispersion and difficulty in obtaining evidence, it is impossible to obtain sufficient information about the illegal acts of directors and senior managers of the company, so it is objectively difficult to make civil claims against directors and senior managers of the company. If we follow the example of Europe and America to establish a "litigation support" system, this problem will not be difficult to solve. Litigation support, amicus Curiae in English, and some translated as "amicus curiae", refers to the evidence used by administrative organs in administrative procedures or litigation procedures, which can be provided to the parties in private litigation with the permission of the court to support private litigation requests. In recent years, the SEC of the United States frequently uses the amicusCuriae system to support the plaintiff's claim in the form of a representative lawsuit filed by the shareholders of the same fund. Once this mechanism is introduced into China's legislative and judicial system, a large amount of evidence obtained by the securities regulatory authorities in the process of implementing administrative inspection and administrative punishment can be legally provided to the courts and parties, and investors will no longer give up their litigation rights because of difficulties in obtaining evidence.