关于公司治理结构问题的探讨

An Approach to the Problem of Company's Internal Governance Structure

公司治理结构是建立公司制的核心问题 ,对公司的规范、有效经营具有决定性作用。我国现行《公司法》倾向于以股东会为中心的结构 ,对股东会、董事会、经理层的权利责任进行了平衡安排。这种安排 ,在公司的实际运作中出现了股东会权力过多 ;经理法定权力小、实际权力大 ,权责不对称 ;制衡机制不到位等问题。笔者认为在修改《公司法》时 ,有必要对治理结构的治理准则加以具体规定 ,同时在公司章程里应详尽规定“三会”和经理的权责。不同企业其治理结构应体现不同特点。董事会应以产权关系为轴心作好各项决策。

The company's internal governance structure is the core problem of establishing company ownership, which is the decisive functions for company standards and operation effectively. The China Company Act in force is trending to the structure with the emphasis on stockholders' meeting, and the power-interest-duty has been balanced in arrangement between stockholders' meeting, directors' meeting and managers' stratum. During the actual process of operation in such an arrangement, the power of stockholders' meeting is overstated; the managers hold the less legal power but the more actual power, power vs. duty is asymmetric; the making balance mechanism does not assume the post, etc.The writer considers that it is necessary to stimulate the governance standards for the governance structure in Company Act revised edition, and it should stimulate the power and duty of the 'Three Meeting' and manager in detail on the company regulations. The internal governance structures should embody the different characteristics in different enterprises. The board of diretors should make good of every decision-making with the equity relationship as the axle centre.