论上市公司法人治理结构的弊端消除
发布时间：2018-09-06 15:37
【摘要】：上市公司是市场经济体系中重要的经济形态。按照建立现代企业制度的要求,上市公司要建立完善的公司法人治理结构。完善的公司法人治理结构由股东大会、董事会、监事会和经理组成,分别作为公司的权力机构、决策机构、监督机构和执行机构,各司其职、互相制衡、协调运作,共同促进公司健康发展。 《公司法》的颁布和实施,为上市公司建立法人治理结构提供了制度保障,但是由于我国特有的国情,上市公司多数由国有企业改制而来,国有股“一股独大”和“内部人控制”现象普遍存在,上市公司法人治理结构存在许多弊端,表现为:股东大会权能虚化,控股股东操纵大会,变成大股东大会,中小股东权益受到侵害;董事会功能弱化,内部董事占多数,董事长和总经理存两职合一的情况,董事会独立性差,独立董事作用不突出;监事会的地位不独立,在上市公司处于董事会和经理从属的地位,无法对董事会和经理层实施有效的监督;经理层与董事会高度重合,激励和约束机制缺乏。 上市公司法人治理结构的弊端产生的原因是多方面的:股权结构不合理,国有股一股独大,是上市公司法人治理结构不合理最根本的原因;国有股所有者代表缺位加剧了“内部人控制”现象的产生,也带来了代理风险;法律法规体系不健全,法规内容过于粗略,操作性差;执法和司法力度小,特别是证券监管机构没有发挥应有的作用;资本市场和经理人市场发育不全。 因此要对上市公司法人治理结构的弊端进行消除:股东大会方面,优化股权结构,适度降低国有股比重,加强制度建设,保障股东大会权力机构的作用,加强对中小股东的保护;董事会方面,优化董事会的结构,强化董事会的集体决策功能,加强独立董事作用的发挥;监事会方面,提高监事会的独立性,改善监事会的结构,强化监事会的监督功能;经理层方面,要建立动态的、市场化的激励机制和激励与约束的长效机制。通过对各组织机构弊端的层层改进,建立完善的上市公司法人治理结构。
[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.
【学位授予单位】：中国海洋大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：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.
【学位授予单位】：中国海洋大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
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