以蓝田股份等案为例论上市公司财务监管法律制度
发布时间：2018-12-18 00:21
【摘要】：自从2001年中国加入世界贸易组织至今已近十年了。其在会计法方面的改革也日益趋近于国际会计法规。一直以来会计舞弊、会计诚信问题都是各国研究的重点问题。2008年的经济危机也与诚信、舞弊等问题有一定联系。虚增报表利润,造就繁荣景象,而对繁荣下的漏洞讳莫如深,这些问题是今天各国乃至我国都无法解决的问题之一。 近年来国外一些财务丑闻不断出现,如安然公司虚报利润6亿美元,施乐公司虚报销售收入64亿美元,默克公司连续三年共虚报收入124亿美元。这一系列的会计信息的失真事件使会计使用者对会计信息失去了信心,也大大降低了企业的会计诚信度。本文要阐述主要内容是以蓝田股份为案例进行分析,找到上市公司的几种主要监管方式以及相关法律法规对上市公司的规制及惩罚舞弊行为的方式。最后阐述相应配套法规的不足之处及笔者对现行法律的见解。 通过比较分析法分析中、外法律对各监督方式的规则,从中发现我国法律存在的结症之处。通过比较之后得出了一些结论,例如我国独立董事制度及监事会制度的混合应用导致的内部审计部门的职责混乱,无法独立于董事会执行内部审计之职；虽然我国《公司法》规定股东大会选举产生董事会和监事会,其两者处于并列状态,但事实上董事会的职权过大,监事会的职权无法与其抗衡,监事会只能“提议”各项议案,而不能像德国的监事会一样行使其解除董事会董事的职权。这一点大大削弱了监事会的作用；最后由于我国政策大于法律的特殊情况,证券监督管理委员会及证券交易所对上市公司监管力度主要取决于当前的经济环境、政策背景等情况而无法完全实施法律的规制功能,导致上市公司舞弊情况屡见不鲜；媒体作为舞弊最后的防线也没有起到非常关键的作用,在董事会会议上很少有邀请媒体参与的情况,同时媒体也并没有严重关注上市公司的舞弊行为。这些原因都是导致舞弊无法根除的原因。 因此,我国应当更加注重法律的严肃性,避免政策导向性的发生。而且要在法律实施之前做好充分的论证,保证法律的严谨性。避免朝令夕改,政令繁杂。
[Abstract]:It has been nearly ten years since China joined the World Trade Organization in 2001. Its reform in accounting law is also increasingly approaching to international accounting laws and regulations. Accounting fraud and accounting honesty have always been the key issues in various countries. The economic crisis of 2008 is also related to the problems of honesty, fraud and so on. The false increase in the profit of the report forms a prosperous scene, but the loopholes under the prosperity are kept secret. These problems are one of the problems that can not be solved by all countries and even our country today. In recent years, a number of foreign financial scandals have emerged, such as Enron's false profit of $600 million, Xerox's false sales of $6.4 billion and Merck's three consecutive years of false income of $12.4 billion. This series of accounting information distortion events make accounting users lose confidence in accounting information, but also greatly reduce the accounting integrity of enterprises. The main content of this paper is to analyze the case of Lantian shares, to find out the main ways of supervision of listed companies, as well as the relevant laws and regulations to regulate listed companies and punish corrupt practices. At last, the author expounds the deficiency of the corresponding supporting laws and the author's opinions on the existing laws. Through the comparative analysis of the rules of foreign laws on various supervision methods, we can find out the problems existing in our country's laws. After comparison, some conclusions are drawn, such as the confusion of the responsibility of internal audit department caused by the mixed application of the independent director system and the board of supervisors system, and the inability to carry out the internal audit function independently of the board of directors; Although the Company Law of our country stipulates that the shareholders' general meeting elects the board of directors and the board of supervisors, they are in a parallel state, but in fact the board of directors has too much power to compete with the board of supervisors, and the board of supervisors can only "propose" various bills. Instead, the board of supervisors in Germany cannot exercise its power to remove board members. This greatly weakened the role of the board of supervisors; Finally, because of the special situation that the policy of our country is larger than the law, the securities regulatory commission and the stock exchange mainly depend on the current economic environment, the policy background and so on, so they can not fully implement the regulation function of the law. Leading to fraud in listed companies is common; The media as the last line of defense of fraud also did not play a very critical role in the board of directors rarely invited the media to participate in the situation and the media also did not pay serious attention to the fraud of listed companies. These are the reasons why fraud can not be eradicated. Therefore, China should pay more attention to the seriousness of the law and avoid the occurrence of policy-oriented. And before the implementation of the law to do a good enough argument, to ensure the rigour of the law. Avoid changing orders and regulations.
【学位授予单位】：兰州大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
本文编号：2384997
[Abstract]:It has been nearly ten years since China joined the World Trade Organization in 2001. Its reform in accounting law is also increasingly approaching to international accounting laws and regulations. Accounting fraud and accounting honesty have always been the key issues in various countries. The economic crisis of 2008 is also related to the problems of honesty, fraud and so on. The false increase in the profit of the report forms a prosperous scene, but the loopholes under the prosperity are kept secret. These problems are one of the problems that can not be solved by all countries and even our country today. In recent years, a number of foreign financial scandals have emerged, such as Enron's false profit of $600 million, Xerox's false sales of $6.4 billion and Merck's three consecutive years of false income of $12.4 billion. This series of accounting information distortion events make accounting users lose confidence in accounting information, but also greatly reduce the accounting integrity of enterprises. The main content of this paper is to analyze the case of Lantian shares, to find out the main ways of supervision of listed companies, as well as the relevant laws and regulations to regulate listed companies and punish corrupt practices. At last, the author expounds the deficiency of the corresponding supporting laws and the author's opinions on the existing laws. Through the comparative analysis of the rules of foreign laws on various supervision methods, we can find out the problems existing in our country's laws. After comparison, some conclusions are drawn, such as the confusion of the responsibility of internal audit department caused by the mixed application of the independent director system and the board of supervisors system, and the inability to carry out the internal audit function independently of the board of directors; Although the Company Law of our country stipulates that the shareholders' general meeting elects the board of directors and the board of supervisors, they are in a parallel state, but in fact the board of directors has too much power to compete with the board of supervisors, and the board of supervisors can only "propose" various bills. Instead, the board of supervisors in Germany cannot exercise its power to remove board members. This greatly weakened the role of the board of supervisors; Finally, because of the special situation that the policy of our country is larger than the law, the securities regulatory commission and the stock exchange mainly depend on the current economic environment, the policy background and so on, so they can not fully implement the regulation function of the law. Leading to fraud in listed companies is common; The media as the last line of defense of fraud also did not play a very critical role in the board of directors rarely invited the media to participate in the situation and the media also did not pay serious attention to the fraud of listed companies. These are the reasons why fraud can not be eradicated. Therefore, China should pay more attention to the seriousness of the law and avoid the occurrence of policy-oriented. And before the implementation of the law to do a good enough argument, to ensure the rigour of the law. Avoid changing orders and regulations.
【学位授予单位】：兰州大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
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