公司决策权力分配路径的转向：法定与意定之间

The idea that any company organization could not have unlimiteddecision-making power is the basic concept of company law. Thisconcept requires the power differentiation of the board and shareholder'smeeting. And this kind of structure must be regulated by the law. Whetherit is stockholders-centerism or board-centerism, the traditional ways ofcompany’s decision-making power allocation mostly base on theownership theory, and maximizing the interests of shareholders as theultimate goal. This kind of idea should be reviewed. The company is anassembly of all the stakeholders, but shareholder is only one of them. Tobe fair, shareholder could not be company decision-makers, but basedupon the balance of interests, the shareholder can have exceptionalminimum supervision. Board of directors as a specialized managementorganization, as a representative of all the stakeholders, itsdecision-making authority comes from legal regulations. This kind ofpower comes from the original provision rather than non-authorizedprovision. For the allocation of inner decision-making authority, there aresome principles should be held on: a) decision-making authority belongsto the board; b) decision-making authority of the shareholder is minimum;c) Power specificity principle and company classify principle. Under the concept of the ownership interest of shareholders, shareholders have excessive decision-making authority, which is unfavorable for improvingthe efficiency of company management. Decision-making authority willbecome rigid if it has not been differentiated. This pattern should beimproved by legislation and revision.