近代 中國 會社企業의 經營構造 ― 13７개사 定款분석을 중심으로 ―

Despite extreme importance in the role of companies in economic development of modern China,there had not been many studies that quantitatively analyzed management structure of such companies. Accordingly, characteristics of management structure were analyzed in this study using large number of articles of association in China, while focusing on ‘公司律’ (Gongsilu) and ‘公司條例’ (Gongsitiaoli). Analysis results can be briefly summarized as follows. First looking at existence of general meeting of stockholders as the highest decision making body of corporations, majority of companies have regulations on general meeting of stockholders, whether they only mention regular meeting or regular and temporary meetings together. Considering the fact that even ambiguous cases showed traces on general meeting of stockholders, general meeting of stockholders in China can be seen as ‘democratically' organized in relative terms based on corporate laws. Especially,general meeting of stockholders performs an extremely important role in determining important matters for companies, such as expansion of capital size and modification of management principles. If so, who is the majority rule conducted at general meetings? Method of exercising voting rights is an important issue for stockholders. Methods can be classified into (1) 1 vote per stock, (2) majority stockholder method, (3) minority stockholder method, (4) majority and minority stockholder method, and (5) no regulation. Overall difference among different methods is not large, and there had been many cases in which regulation on voting rights was modified depending on management conditions of companies. With a minute trend of placing importance on moral equality, companies are slowly transforming into management systems based on capital equality principle. However, voting right entrustment system is not developed as much. Since majority of companies limit entrustment of voting rights to stockholders of corresponding company, individual rights as stockholders are still not completely objectified and rely strongly on individual character. Board of directors is a body composed of executives that supervises management of company and hold general meeting of stockholders. Most of companies configure their board of directors by selecting members through election during general meetings (show of hands or secret ballot). Size of board was found to range between 3 and 15, proportional to capital size of the company. In contrast, minimum investment required on directors was not proportional to capital size. Ratio of investment by directors was not very high when compared to overall capital value. Chief executive officer, an individual with actual responsibility for corporate management, was elected using diverse methods. Different methods include (1) board of directors as chief executive officer, (2) chief executive officer elected at general meetings along with members of the board, (3) chief executive officer invited by the board or initiator from stockholders or external body, and (4) dispatch of specific person. Election at general meetings was most widely used. Chief executive officers had relatively guaranteed status compared to directors because many of them had long or no term in office. Chief executive officers have strong authorities on general corporate management and exclusive control over appointment and dismissal of executives. Articles of association for modern Chinese companies were analyzed in this study to examine characteristics of management structure. However, since articles of association do not directly reflect actual management structure of companies, future studies shall examine actual conditions of management structure more clearly through analysis on actual examples and cases.