Abstract:
The autonomy failure of act of authorization by the board of directors of listed companies constitutes a prominent problem in current capital market governance. This manifests specifically in the arbitrary selection of authorized recipients, ambiguous scope of authorization, and fragmented supervision mechanisms. Such failures not only exacerbate short-termism risks and induce abuse of operational power, but may also lead to disputes over the validity of authorization and difficulties in determining liability attribution in civil disputes, thereby increasing judicial adjudication complexity. The institutional roots of autonomy failure lie, on one hand, in the Civil Code's insufficient consideration of the particularities of internal conduct within commercial organizations and, on the other hand, in the relatively simplified authorization rules in the Company Law and the lack of pertinence in securities industry regulations. Based on the commercial organizational nature and decision-making power extension characteristics of act of authorization by the board of directors, this study recommends transcending the regulatory logic of general civil authorization and constructing an improved pathway through "clarifying eligibility standards for authorization recipients, delineating boundaries of authorized matters, and establishing a full-cycle supervision system". Differentiated arrangements are also proposed for state-owned listed companies, providing a systematic solution for regulating internal power allocation within companies, resolving judicial adjudication dilemmas, and optimizing capital market governance.
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