중국 개정 회사법상 주식회사 지배구조에 대한 소고

Abstract

In October 1992, at the 14th National Congress of the Communist Party of China, the goal of establishing a socialist market economy as the objective of economic system reform was set. Subsequently, on March 15, 1993, the constitutional amendment passed at the 2nd session of the 9th National People’s Congress explicitly recognized the “socialist market economy” (Article 15, Paragraph 1). To implement the socialist market economy, the Company Law was enacted on December 29, 1993. The Company Law has undergone revisions in 1999, 2004, 2006, 2013, 2018, and 2023, with comprehensive revisions occurring in 2006 and 2023. The comprehensively revised Company Law of China, enacted on December 29, 2023, will come into effect on July 1, 2024. This paper introduces the governance structure of Chinese joint-stock companies by comparing it with the existing legal provisions and then highlights the characteristics of corporate governance in China. Overall, the autonomy of the articles of association has been expanded, the authority of the general meeting of shareholders has been reduced, and the authority of the board of directors has been expanded. Additionally, similar to South Korean joint-stock companies, it is now possible to establish an audit committee as a subcommittee of the board of directors instead of having auditors or a board of auditors stipulated by the articles of association. Evaluations of this corporate governance structure in Chinese joint-stock companies vary. Some believe it adopts a board-centered system, while others argue that if an audit committee is established, it adopts a supervisory board system. This paper demonstrates that evaluations can vary depending on how related concepts are defined.