董事会“票决制”及其前提条件

On the Voting Mechanism of the Board of Directors

本文认为,"票决制"只有在一定条件下才会成为有效率的决策机制。相对于外部董事来说,在内部董事长的决策能力高于一定标准时,或者当董事会的信息沟通效率低于一定临界值时,由董事长一人决策的"集权制"可以比"票决制"更有效率。此外,本文也在模型中分析了现实中的决策机制,即介于集权和分权之间的、冠以"票决制"名义的集权制,发现这种决策机制的效率处于"票决制"和"绝对集权制"的效率水平之间。当董事会的特征满足某些条件时,该决策机制的效率更贴近"票决制";反之,则更贴近"绝对集权制"。

According to the Company Law,the boards of directors should adopt the democratic voting mechanism during its decision process.However,in reality the centralized decision mechanism in which the decision is made by the chairman alone exists in lots of boards,or there is an actual centralized mechanism in the name of voting mechanism.We build a model interpreting the decision process of the board of directors as a whole,in order to analyze the influence of the factors such as information and communication,decision ability on the efficiency of the two decision mechanisms above.We conclude that voting mechanism is not always the best one for the board of directors.In the case that the decision ability of the chairman who is an inside director is relatively higher than a certain level relating to the ability of the outside directors,or the communication efficiency between the directors is relatively low,the centralized mechanism in which the decision is made by the chairman alone is more efficient than the voting mechanism.When the decision ability of the outside directors is higher than a certain level relating to that of the chairman who is an inside director,or when the communication efficiency between the outside and inside directors is high enough,it is more efficient to choose the voting mechanism for the decision process of the boards of directors.What＇s more,we analyze another modest mechanism between the centralized and decentralized mechanism,which is called ‘the centralized mechanism in the name of voting＇.The third mechanism is more close to the reality,however,its efficiency is always between the centralized and decentralized mechanism.In some certain cases,the efficiency of the third mechanism is more closed to the centralized mechanism.In other cases,it is more closed to the democratic voting mechanism.