员工参与视角的民营上市企业公司治理改革

Private Listed Companies Corporate Governance Reform From the Perspective of Employee Involvement

经过30多年的飞速发展,民营企业已经成为推动我国经济发展的重要力量。建立和完善适合民营企业的公司治理模式已经成为公司法修改和相关法律法规建设的重点。文章通过对保护股东权益的"美国模式"和重视员工参与的"德国模式"的比较以及"中国模式"的美、德相似性的相关研究概述,对新《公司法》的制度考察和企业案例分析,以及企业民主管理相关法律法规建设情况的整理和分析,试图探明具有中国特色的公司治理改革和企业民主管理制度的内涵。并首次提出和论证了初见雏形的"中国公司治理模式"——"二元双层两会制",即平行设置董事会和监事会(二元),董事会与经营管理层分立(双层),董事和监事分别由股东大会和员工代表大会选举产生(两会)。

Private companies have already been playing an important part in promoting Chinese economic development after more than thirty years＇ rapid growth. It is of great significance to build and improve the suitable corporate governance models for Chinese private companies in the process of revising company law and constructing relevant laws and regulations. The comparison between America-model protecting shareholder＇s equity and German-model attaching importance to employee involvement is studied in the paper, as well as the summary of relevant research on the similarity of Chinese-model, American-model and German-model,and by the system inspection and case study of New Company Law, as well as the arrangement and analysis of laws and regulations construction of enterprise democratic management, the connotations of the reform in corporate governance and enterprise democratic management system with Chinese characteristics are explored in the paper. Meanwhile, the governance model of Dual-Board Two-Layers Double-Meetings which has already existed in China is first suggested and studied, in other words, boards of directors and supervisors are arranged in parallel（dual-board）, the management layers of directors and supervisors boards are separated（twolayer）, and directors are elected in shareholders＇ meeting while supervisors are elected in workers congress（double-meeting）.