論上市公司法人治理結(jié)構(gòu)的弊端消除
發(fā)布時(shí)間：2018-09-06 15:37
【摘要】：上市公司是市場經(jīng)濟(jì)體系中重要的經(jīng)濟(jì)形態(tài)。按照建立現(xiàn)代企業(yè)制度的要求,上市公司要建立完善的公司法人治理結(jié)構(gòu)。完善的公司法人治理結(jié)構(gòu)由股東大會、董事會、監(jiān)事會和經(jīng)理組成,分別作為公司的權(quán)力機(jī)構(gòu)、決策機(jī)構(gòu)、監(jiān)督機(jī)構(gòu)和執(zhí)行機(jī)構(gòu),各司其職、互相制衡、協(xié)調(diào)運(yùn)作,共同促進(jìn)公司健康發(fā)展。 《公司法》的頒布和實(shí)施,為上市公司建立法人治理結(jié)構(gòu)提供了制度保障,但是由于我國特有的國情,上市公司多數(shù)由國有企業(yè)改制而來,國有股“一股獨(dú)大”和“內(nèi)部人控制”現(xiàn)象普遍存在,上市公司法人治理結(jié)構(gòu)存在許多弊端,表現(xiàn)為:股東大會權(quán)能虛化,控股股東操縱大會,變成大股東大會,中小股東權(quán)益受到侵害;董事會功能弱化,內(nèi)部董事占多數(shù),董事長和總經(jīng)理存兩職合一的情況,董事會獨(dú)立性差,獨(dú)立董事作用不突出;監(jiān)事會的地位不獨(dú)立,在上市公司處于董事會和經(jīng)理從屬的地位,無法對董事會和經(jīng)理層實(shí)施有效的監(jiān)督;經(jīng)理層與董事會高度重合,激勵(lì)和約束機(jī)制缺乏。 上市公司法人治理結(jié)構(gòu)的弊端產(chǎn)生的原因是多方面的:股權(quán)結(jié)構(gòu)不合理,國有股一股獨(dú)大,是上市公司法人治理結(jié)構(gòu)不合理最根本的原因;國有股所有者代表缺位加劇了“內(nèi)部人控制”現(xiàn)象的產(chǎn)生,也帶來了代理風(fēng)險(xiǎn);法律法規(guī)體系不健全,法規(guī)內(nèi)容過于粗略,操作性差;執(zhí)法和司法力度小,特別是證券監(jiān)管機(jī)構(gòu)沒有發(fā)揮應(yīng)有的作用;資本市場和經(jīng)理人市場發(fā)育不全。 因此要對上市公司法人治理結(jié)構(gòu)的弊端進(jìn)行消除:股東大會方面,優(yōu)化股權(quán)結(jié)構(gòu),適度降低國有股比重,加強(qiáng)制度建設(shè),保障股東大會權(quán)力機(jī)構(gòu)的作用,加強(qiáng)對中小股東的保護(hù);董事會方面,優(yōu)化董事會的結(jié)構(gòu),強(qiáng)化董事會的集體決策功能,加強(qiáng)獨(dú)立董事作用的發(fā)揮;監(jiān)事會方面,提高監(jiān)事會的獨(dú)立性,改善監(jiān)事會的結(jié)構(gòu),強(qiáng)化監(jiān)事會的監(jiān)督功能;經(jīng)理層方面,要建立動(dòng)態(tài)的、市場化的激勵(lì)機(jī)制和激勵(lì)與約束的長效機(jī)制。通過對各組織機(jī)構(gòu)弊端的層層改進(jìn),建立完善的上市公司法人治理結(jié)構(gòu)。
[Abstract]:Listed company is an important economic form in market economy system. According to the requirements of establishing modern enterprise system, listed companies should establish perfect corporate governance structure. The perfect corporate governance structure is composed of the shareholders' general meeting, the board of directors, the supervisory board and the manager, acting as the power organ, the decision-making organ, the supervisory organ and the executive organ of the company respectively, each performing its duties, balancing and balancing each other, and coordinating the operation, The promulgation and implementation of the Company Law provides a system guarantee for the listed companies to establish the corporate governance structure. However, due to the unique national conditions of our country, most of the listed companies have been reformed by the state-owned enterprises. The phenomenon of "one share dominating" and "insider control" in state-owned shares is widespread, and there are many drawbacks in the corporate governance structure of listed companies, such as: the power of shareholders' general meeting is fictitious, the controlling shareholder manipulates the general meeting, and becomes the large shareholder's general meeting. The rights and interests of minority shareholders are infringed, the function of the board of directors is weakened, the internal directors are the majority, the chairman of the board and the general manager remain in one place, the independence of the board of directors is poor, the role of the independent director is not prominent, the position of the board of supervisors is not independent, The listed company is in the subordinate position of the board of directors and the manager, and can not carry out effective supervision on the board of directors and managers, the managers and the board of directors are highly coincident, and the incentive and restraint mechanism is lacking. There are many reasons for the malpractice of the corporate governance structure of listed companies: the unreasonable ownership structure and the dominant state-owned shares are the most fundamental reasons for the unreasonable corporate governance structure of listed companies; The absence of the representative of the owner of the state-owned stock intensifies the phenomenon of "insider control" and brings about agency risks; the laws and regulations are not perfect, the contents of the laws and regulations are too rough, the operation is poor, the enforcement of the law and the administration of justice are weak, In particular, the securities regulator has not played its due role; the capital market and the manager market are not fully developed. Therefore, it is necessary to eliminate the drawbacks of the corporate governance structure of listed companies: in the aspect of shareholders' general meeting, we should optimize the ownership structure, appropriately reduce the proportion of state-owned shares, strengthen the construction of the system, and ensure the role of the power organs of the shareholders' general meeting. Strengthening the protection of minority shareholders, optimizing the structure of the board of directors, strengthening the collective decision-making function of the board of directors, strengthening the role of independent directors, improving the independence of the board of supervisors and improving the structure of the board of supervisors, To strengthen the supervisory function of the board of supervisors, to establish the dynamic and market-oriented incentive mechanism and the long-term mechanism of incentive and restraint. Through the improvement of the malpractice of various organizations, a perfect corporate governance structure of listed companies is established.
【學(xué)位授予單位】：中國海洋大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2011
【分類號】：D922.291.91
[Abstract]:Listed company is an important economic form in market economy system. According to the requirements of establishing modern enterprise system, listed companies should establish perfect corporate governance structure. The perfect corporate governance structure is composed of the shareholders' general meeting, the board of directors, the supervisory board and the manager, acting as the power organ, the decision-making organ, the supervisory organ and the executive organ of the company respectively, each performing its duties, balancing and balancing each other, and coordinating the operation, The promulgation and implementation of the Company Law provides a system guarantee for the listed companies to establish the corporate governance structure. However, due to the unique national conditions of our country, most of the listed companies have been reformed by the state-owned enterprises. The phenomenon of "one share dominating" and "insider control" in state-owned shares is widespread, and there are many drawbacks in the corporate governance structure of listed companies, such as: the power of shareholders' general meeting is fictitious, the controlling shareholder manipulates the general meeting, and becomes the large shareholder's general meeting. The rights and interests of minority shareholders are infringed, the function of the board of directors is weakened, the internal directors are the majority, the chairman of the board and the general manager remain in one place, the independence of the board of directors is poor, the role of the independent director is not prominent, the position of the board of supervisors is not independent, The listed company is in the subordinate position of the board of directors and the manager, and can not carry out effective supervision on the board of directors and managers, the managers and the board of directors are highly coincident, and the incentive and restraint mechanism is lacking. There are many reasons for the malpractice of the corporate governance structure of listed companies: the unreasonable ownership structure and the dominant state-owned shares are the most fundamental reasons for the unreasonable corporate governance structure of listed companies; The absence of the representative of the owner of the state-owned stock intensifies the phenomenon of "insider control" and brings about agency risks; the laws and regulations are not perfect, the contents of the laws and regulations are too rough, the operation is poor, the enforcement of the law and the administration of justice are weak, In particular, the securities regulator has not played its due role; the capital market and the manager market are not fully developed. Therefore, it is necessary to eliminate the drawbacks of the corporate governance structure of listed companies: in the aspect of shareholders' general meeting, we should optimize the ownership structure, appropriately reduce the proportion of state-owned shares, strengthen the construction of the system, and ensure the role of the power organs of the shareholders' general meeting. Strengthening the protection of minority shareholders, optimizing the structure of the board of directors, strengthening the collective decision-making function of the board of directors, strengthening the role of independent directors, improving the independence of the board of supervisors and improving the structure of the board of supervisors, To strengthen the supervisory function of the board of supervisors, to establish the dynamic and market-oriented incentive mechanism and the long-term mechanism of incentive and restraint. Through the improvement of the malpractice of various organizations, a perfect corporate governance structure of listed companies is established.
【學(xué)位授予單位】：中國海洋大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2011
【分類號】：D922.291.91
【相似文獻(xiàn)】
相關(guān)期刊論文 前10條
1 王學(xué)士;;章程限定股東表決權(quán)代理人資格效力問題探討[J];安慶師范學(xué)院學(xué)報(bào)(社會科學(xué)版);2011年08期
2 余永利;;德國股份公司股東知情權(quán)研究[J];中德法學(xué)論壇;2002年00期
3 _5m闁，
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