试论国有商业银行转制中的法人治理结构问题

The Study of juridical person governing structure problem during the process of commercial state banks stock system remolded

国有商业银行股份制改造的目的是建立与现代金融企业制度相适应的法人治理结构。股份制改革过程中,治理结构上的许多问题不但需要现象的剖析而且需要从本质上来解决。通过对产生问题的原因和对两大法系商业银行治理结构的分析,本文提出:确立董事会对公司事务广泛的管理权,防止国有控制股东干预银行经营决策;加强对股东及利益相关者的利益保护;采取扩大监事会职权,完善监事会的财务监督和加强激励机制等手段着重改造国有商业银行的监事会。

The purpose of commercial state banks remolding the stock system is to construct a juridical governing structure that applies to the financial corporation system in the contemporary era. During the process of reforming, lots of problems about governing structure not only need to be analyzed through phenomenon, but also need to be solved by nature. Through the analysis contrapose to the reason which causes the problem and commercial banks governing structure in different families of law, the article poses out ：Establishing wide administrating right to corporation affairs by directorate, avoiding that state-owned stock holders intervene decisionmaking in the band, reinforcing the benefit protection of stock-holders and others who are related to it , paying more attention to remold with commercial state banks board of supervisors by enlarging its authority, and perfecting its financial supervising and strengthen promoting system ete.