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国企混改目前面临的主要问题是国有企业不愿混、民营企业不敢混,不敢混和不愿混本质上是国有资本与非国有资本无法从混合走向融合,症结在于股东中心治理模式无法从根本上解决控制股东控制权滥用、公司独立性与少数股东权益保障的问题,出路在于转换到董事中心治理模式。董事中心治理模式核心是让独立董事会成为公司治理结构的核心,要求弱化股东(大)会的职能,强化董事会的职能和董事会独立性,混改需要从国资管理体制、职业经理制度、公司法修改等各个方面改革综合配套、整体推进,全面是改革和完善我国公司治理结构,建立现代企业制度。
The main problems confronting the state-owned enterprises are that the state-owned enterprises are unwilling to mix, the private-owned enterprises are afraid to mix, and they are not willing to mix or not. In essence, it is impossible for the state-owned capital and non-state-owned capital to move from mixing to integration. Fundamentally solve the problem of abuse of control over the controlling shareholder, independence of the company and protection of the rights and interests of the minority shareholders. The way out lies in shifting to the governance mode of the board of directors. The core of the governance model of the board of directors is to make the board of independent directors become the core of the corporate governance structure, to weaken the functions of shareholders (big), to strengthen the functions of the board of directors and the independence of the board of directors. It is necessary to reform the system of state-owned assets management, professional manager and company law And other aspects of reform and comprehensive support, promote the overall, comprehensive reform and improvement of corporate governance in China, the establishment of a modern enterprise system.