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近日颁布的《国有大中型企业建立现代企业制度和加强管理的基本规范》指出,要充分发挥董事会对重大问题统一决策和选聘经营者的作用,建立集体决策及可追溯个人责任的董事会议事制度。董事会中可设独立于公司股东且不在公司内部任职的独立董事。董事会与经理层要减少交叉任职,董事长、总经理原则上不得由一人兼任。建立重大决策的责任制度。对于重大投融资项目(包括兼并收购企业),公司制企业由公司董事会集体决策,并由股东会审议批准;
The “Basic Regulations for Establishing a Modern Enterprise System and Strengthening Management for Large and Medium-sized State-Owned Enterprises” recently promulgated pointed out that it is necessary to give full play to the role of the board of directors in making unified decisions on major issues and hiring managers, and to establish a collective decision-making and board of directors system that can trace individual responsibility. . The board of directors may have independent directors who are independent of the company’s shareholders and do not serve in the company. The board of directors and the managerial level should reduce the number of cross-time appointments. The chairman and general manager of the company must not be held concurrently by one person. Establish a responsibility system for major decisions. For major investment and financing projects (including mergers and acquisitions), corporate-owned enterprises are collectively determined by the company’s board of directors and reviewed and approved by the shareholders’ meeting;