公司权力机关本质变异的原因及立法改革

Cause and Reform:Corporate Authority Departments Varied in Its Essence

股东会作为公司权力机关,已名不符实,发生了本质变异。究其原因,既有公司发展变迁客观原因,也有该机关自身设置上的原因,还有公司股权结构不科学及对公司经营层制约机制缺失的原因。为此,英美德日等国进行了相应改革。但由于他们未确立投资者等利益关系人主权原则,改革都并不成功。中国应按照这一原则改革公司权力机关,构建起公司社员大会及公司管理委员会。

Stockholder member congress as corporate authority departments had varied in its essence, there are some causes for such a situation. One is that corporate has changed with growing; another is that the establishment of corporate departments is wrong; yet the stock structure is unfair lacking system to restrict the manger and so on. Therefore, Britain, The United States of America, Germany and Japan have all been reformed. The reform isn＇t successful because it doesn＇t establish the principle of stekeholder＇s power. China should be conformed to the principle to reform corporate authority departments, and make for the corporate member congress and corporate management committee.