如何构造适合国情的公司治理监督机制——论我国监事会的功能定位

How to Construct Corporate Governance and Supervision Mechanism Compatible with Domestic Conditions

公司治理的目标是通过以股东为核心的利害相关者对管理层的权力制衡 ,实现公司整体决策的科学化 ,因此 ,有效的监督机制设计十分重要。然而 ,在目前我国的公司治理研究中 ,针对怎样建立健全股东大会、董事会对管理层监督的讨论较多 ,关注如何有效发挥监事会对管理层监督作用的内容却很少。对监事会功能定位理论认识上的模糊 ,导致人们在实践中难以解决监事会的功能虚化问题 ,普遍存在弱化甚至取消监事会监督的倾向。本文分析认为 ,应在明确监事会代表除控股股东以外其他利害相关者利益的基础上 ,突出监事会的监督重点、监督范围、监督手段 ,从而构造适合我国国情的公司治理监督机制。

It is vitally important for a company to have an effective supervision mechanism because the objective of corporate administration is to make the integrated decision scientific. This involves efforts in restrictions given by the group who have common interests, with the stockholders as the core, to the power of the highest management circle. But, unfortunately, in our present research, more is discussed about how to build up and sound stockholders' meeting and about the supervision of board of supervisors. It is the confused ideas that lead to the difficulty in solving the problems of its nominal function and to a general tendency to weaken, and even cancel the supervision. It should be made clear, the paper points out, that the board of supervisors represents the interests of others who have common interests instead of those of the proprietary company stockholders. On the basis of this, prominence should be given to its strong supervising points, coverage and approaches, so as to build up the corporate administration supervision mechanism compatible with our national conditions.