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国有独资公司的治理结构为国有资产监督管理机关行使股东会职权(可授予董事会部分股东会职权)、董事会、监事会、经理四个机构。现行法律规定的国有独资公司治理结构强烈体现出行政干预下的内部人控制的特征,董事会与经理两块牌子,一套班子,监事会职能严重弱化,企业内控失效,管理不善,违法违纪突出,官营合谋共蚀国有资产。存在以上问题的原因在于资本所有缺位、公司主体性的弱化、公司的政府机关化、董事会空壳化、监事会监督的形式化、经理专政和管理腐败、社会组织的公司机关化。笔者借鉴德、美公司治理结构并根据我国国情提出我国国有独资公司治理结构应修改为国有资产监督管理机构、监事会、董事会的改革措施。
The governing structure of a wholly state-owned company is that the State-owned assets supervision and administration organs exercise the powers of the shareholders’ meeting (the powers that may be delegated to some shareholders of the board of directors), the board of directors, the board of supervisors, and the manager. The governance structure of the wholly state-owned company stipulated by the current law strongly reflects the characteristics of insider control under the administrative intervention. The functions of the board of directors and the manager are seriously weakened by two brands, one team and the board of supervisors. The internal control of the enterprise laps, the management is not good and the law and discipline are outstanding. Camp co-erosion of state assets. The above problems are caused by the absence of capital, the weakening of the subjectivity of the company, the institutionalization of the government of the company, the deconstruction of the board of directors, the formalization of supervision by the board of supervisors, the dictatorship of the administration and the management of corruption and the institutionalization of social organizations. Based on China’s national conditions, the author draws on the corporate governance structure of Germany and the United States and proposes that the governance structure of the wholly state-owned company in our country should be revised as a reform measure for the supervision and administration of state-owned assets, the board of supervisors and the board of directors.