公司組織機構運行機制及立法完善：Company Organization and Operation Mechanism Legislation

作為至今為止最有效的經濟組織形式，公司的出現被稱作是“人類的成就”，公司驚人的崛起和當前無可爭辯的統(tǒng)治性地位，被公認為是現代歷史中最引人注目的現象之一。

本文主要研究的是公司組織機構的運行機制及立法完善，全文分為四個部分。

As by far the most effective forms of economic organization , the company's emergence has been called " human achievement ", the company 's dramatic rise and the current undisputed dominant position , is recognized as the most compelling modern history of the phenomenon one .This paper studies the operation mechanism and legislation to improve the company 's organizational structure , the text is divided into four parts.

第一部分主要是對公司組織機構的內涵和類型進行分析，以及對世界各國不同的公司類型作了一個羅列，以便于探討公司組織機構作鋪墊。其中說明了公司治理結構和公司組織機構之間的關系。

The first part is the content and type of organization to analyze the company , as well as different types of companies around the world made ??a list , in order to investigate the organization of the company to pave the way . Which illustrates the relationship between corporate governance structure and corporate organizations.

第二部分對公司組織機構運行機制進行了一定的交待，從世界上兩種主要的公司組織機構運行機制的模式出發(fā)，探討公司組織機構運行機制中存在的問題。最后還說明了對公司組織機構運行機制的建設該何去何從。

The second part of the operating mechanism for a certain company organization 's account , starting from the main mode of organization of two companies operating mechanism of the world , to explore the mechanism of running the company problems in the organization . Finally, the company describes the organization of the operation mechanism of the construction of the go .

第三部分主要講述公司組織機構存在的缺陷，首先從股東會職權在公司實務中逐漸被弱化以及股東會會議的形式化出發(fā)說明股東會存在的缺陷；其次講述了董事會職權構造中存在的問題；最后對于監(jiān)事會的職權沒有得到落實也作了進一肯的介紹。
The third part focuses on the company organization defects , first from the terms of the shareholders in the company gradually weakened and the practice of starting formal description of the shareholders' meeting of shareholders defects ; secondly about the structure of the Board in terms of the problems ; Finally, the board of supervisors has not been implemented into a Ken also made a presentation .#p#分頁標題#e#
 

The fourth part focuses on legislation to improve the organization of the company , first stressed the need to strengthen and improve the terms of the shareholders 'meeting of the shareholders' meeting defects ; from the restrictions on the powers of the chairman to chairman of the board again, can not serve both to improve the terms of the manager of the Board ; Finally Reflections on Perfecting the Supervisory Board .

Emergence of enterprises is nearly three hundred years to do, it is the development of social productive forces to a certain level of results , is a product of commodity production and exchange of commodities . Before capitalist society , there are some handicraft workshops , they did not form the basic economic unit of society , in the strict sense , these companies can not be called handicraft workshops . Because then the self-sufficient economy dominated , social production and consumption mainly family economic unit . Although some workshops with a certain production scale and a certain amount of labor , but the products just for the tribe , family, slave , feudal royal family to enjoy, not a commodity to be exchanged , business activity does not occur, it is not a business. Only in the capitalist society , with the development of social productivity improvement and product development , the basic economic unit of society was fundamental changes , it would have generated business sense. Early forms of enterprises , mainly by capital owners employ many workers , the use of certain means of production, engaged in the production and exchange of goods on the basis of the division of labor formed . Because this form of business organization can better apply the social science and technology ( mainly machinery, equipment ) , can significantly improve labor productivity , can greatly reduce costs and bring high profits that can be heavily focused on the production of goods to meet the growing needs of the community , and thus has considerable development of social productive forces , the enterprise is in such a long process of evolution has gradually become the basic economic unit of society .

The company is the enterprise which developed points out not exactly the same as the enterprise legal person. Specifically , the company is a legal entity with legal personality , because it is after all not a natural person , not like a natural function of their organs as through specific behaviors , and thus must resort to a certain person or organization made ??up of people , to reflect the company the existence and independence of the main character, and this organization is called the company organization, also known as the company authorities. Company organization refers to the set within the company , on various matters of the company for the actual operation of the various departments . Company organization and institutional safeguards embodied existence and operation of the company , the company as a legal organization is a necessary condition , but also the basis for the company to achieve effective governance . Company organization usually consists of the power structure , decision-making and representative institutions , oversight bodies , actuators , etc., each of the different agencies in charge of the company 's rights , in order to achieve the company's operation in cooperation with the checks and balances in . Company organization including shareholders , board of directors , board of supervisors and managers , but different countries and legal systems company company type , even the same company type, company organization also differ by company size . In civil law countries and regions, an unlimited company and its two co , company ownership and management is unified set of company shareholders in one ownership and management , oversight by the shareholders of the company usually does not perform operations to exercise . Set up a limited liability company organization than an unlimited company, the two co strict , but far AG tight complex. In Limited , the majority of state regulations, the company's shareholders authority and the rights of shareholders is more extensive than the rights of the shares of the Company in general meeting . But there are also individual countries and regions can no provisions Ltd. shareholders . As to the provisions of other organs of the organization , then temper justice requires different countries . Japan, Switzerland, Belgium and a few other countries require a limited liability company board of directors , France, Germany, China Taiwan and other countries and regions, the provisions of a limited liability company with no board of directors. China's " Company Law" to establish the principle of the board , no board of directors as an exception , only a relatively small number of shareholders and smaller Ltd. can no board of directors .#p#分頁標題#e#

Where no board 's executive organ , Ltd. , became the company 's executive director . As the Board of Supervisors , of the Companies Act , a limited liability company operating a large-scale , establish a supervisory committee , whose members shall not be less than three . Small number of shareholders limited liability companies and smaller , it may have one or two supervisors . Seen whether the board of supervisors of China's Co. , the company operates as a standard size . Similar provisions in Germany and China , but most countries and regions do not require limited liability company supervisors, such as France , Switzerland and Belgium . Common law countries, the implementation of the monorail system organ company , the company set up only in the shareholders' board of directors , the board of directors set business and business to supervise the implementation of rights in one, therefore , attaches great importance to the Companies Act and the role of the board is set , each company must have a the Board , which is recognized by the common law the Act is a premise . As a modern corporate logo stock company, is the most typical forms of corporate organization . Shares of the company as a legal entity , its survival and development must rely on the organization to implement . Since AG is purely co -owned company , anyone can become a subscription or transferee equity shareholders of the company , the large number of shareholders and dispersed , while shares of companies are generally larger , has a pivotal role in the social and economic life , thus , shares of the company's organizational structure or both together with people who joint venture company together with limited features compared to a larger difference, the former is more important and complex than the latter.
 

In the modern era of international competition is so fierce , countries will set up their companies and organizations operating rules as an important part of the Law, and the formation of several different models of the company's organizational system. Several models have in common these principles the company follows the separation of ownership and management , but also reflects the company 's division of authority and power constraints . The company's organizational structure can be roughly grouped into the following three specific types :

First, as the representative of the German double- system, that is jointly operated by the Board of Supervisors and the company , the shareholders elected supervisors , supervisors constitute the Board, election of directors , directors of the Board , responsible for directing the company's specific business activities. In this mode , the Supervisory Board of the company 's supervisory authority , the Board is also the leading organs . Supervisory Board not only the exercise of supervision , as well as the right to appoint and dismiss directors and directors remuneration decisions , significant business approval authority . Shareholders in principle, the right to operate , and can only make a resolution on the matters specified in the Companies Act and the Articles of Association . Board of Directors for the company decision-making bodies , enforcement agencies and business representative bodies , business and the implementation of the right of representation to the Board of Directors , and may authorize an agent to exercise .#p#分頁標題#e#
 

Second, common law countries , represented by a single layer system, that directors of the Board will be elected by the shareholders , the Board directing the company's business conduct , the Board appointed by the senior staff responsible for specific management, operation and management of its activities supervision. U.S. companies do not have class specific legislative oversight bodies of the Supervisory Board

Settings, often have an audit committee composed of outside directors as a subsidiary body of the directors, on behalf of the company to exercise business, financial supervision. In addition , managers and other senior staff , which is determined by the Board appointment, the Board of Directors of the company have a specific business supervisory role .
 

Third, as the representative of the French double system, that " the Act " provides the company can either take single system , they can take the double system, allowing the parties to choose from. Implementation of single- system company , the shareholders will be located just below the board , the implementation of the double system of the company, its corporate structure similar to Germany. Fourth, as the representative of Japan triangular system, that under the board of directors and shareholders OMV people to exercise executive power business and OMV were right . However, the board of directors and audit authorities who are shareholders in parallel appointment, there is no affiliation between each other . In Japan, the Board is the executive organ of the company's business and enjoys supervision . "Japanese Commercial Code, " the provisions of the German Commercial Code initially draw the separation of powers , the establishment of the shareholders , directors, OMV people three organs . Directors and OMV per capita for individual organs, functions and powers alone . 1950 Commercial modifications before drawing board of the Anglo-American law system , by all the directors of the Board , as the company's statutory authority. Directors also set up on behalf of the system , and elect a board of directors or the number of directors to represent the company in charge of the implementation of internal and external business and represent the company externally . On behalf of the Board of Directors is responsible for operational oversight .