公司治理内在逻辑关系冲突:董事会行为的视角

Conflict of Internal Logical Relationship in Corporate Governance from the Perspective of Board of Directors’ Behavior

从行为治理的角度看,基于治理主体还是治理对象的视角,其基本的逻辑关系和行为方式会有很大的不同。传统的公司治理及其研究基于治理主体的视角,从一开始就是股东权利导向,假定股东利益与公司利益相一致,并以解决代理问题为核心,但其内含的股东所有权与公司法人所有权的逻辑复合与现实冲突会使得代理问题复杂化,诱发公司治理内在逻辑关系的冲突。这在实践中引发的困惑就是,以董事会为核心的代理人向股东负责,还是向公司以及法人财产负责?向全体股东负责还是向大股东或者推荐自己的股东负责?现实中的董事会行为通常是一种治理法规约束下的相机抉择和伦理决策。关注公司法人所有权导向,公司治理应该是基于公司的治理,代表问题与代理问题同等重要。董事会作为公司代表和重要的战略决策者,应当坚持公司法人所有权导向,关注公司成长战略决策,其相对独立性至关重要。

From the perspective of behavioral governance, the essential logical relationship and behavior will have great difference if the research perspectives are different, e.g. from the viewpoint of governance subject or object. The traditional corporate governance research is from the perspective of the governance subject, which is shareholder-oriented initially and assumed the benefit consistence between the shareholders, so the corporate in order to solve the agency problems. However, the logical overlaps of and practical conflicts between the shareholder ownership and corporation ownership may cause the complexity of agency under the relationship of shareholder ownership, which may therefore trigger the conflict among the internal logical relationships of corporate governance. It is argued in practice whether the agent represented by the board should be responsible for shareholders or the corporation and its property, and whether it should be responsible for all the shareholders or major shareholders or the shareholders who nominate him/her. Empirically board behavior is regarded as discretion and ethical decisions under the administration of laws and regulations in general. Therefore, we believe that corporate governance should be the governance of corporate with an orientation of corporation ownership. Delegation should share the equal importance of agency. Board as the corporation delegate and the principle decider of strategies should keep the governance logic of the corporation ownership orientation, focus on the corporate growth strategies, and at the same time remain relatively independent.