企业治理结构理论思考

The Consideration of Modern Corporate Governance Theory

企业治理结构是一套基于产权博弈的制度安排。从专用性资源的产权角度而言,公司制企业制度诞生在物力资源居于统治地位的资本主义经济关系上,随着知识经济时代的到来,我国社会主义的经济关系已经为人力资源的产权创新奠定了基础;从博弈的主体角度而言,"股东至上"的实质是资本剥削雇佣劳动,我国社会主义经济制度的产权本质是将企业的控制权与剩余索取权在股东和员工之间进行有效的配置;从制度的安排角度而言,我国现行公司法囿于英美和日德模式,"新三会"和"老三会"的权责配置不对称,董事会、监事会和经理会的权力制衡不健全。只有以政府服务为平台,构建终极所有权、劳动权和经营权鼎立的新秩序,现代企业制度才能真正完善起来。

Corporate governance is a set of institutional arrangement based on the game of property. From the perspective of property right of specific resources, the birth of corporate system is established on the material-resources-dominated capitalist economic relationship. Along with the oncoming of knowledge economy era, socialist economy relationship in our country has laid a foundation for the property innovation of human resources. From the view of the game subject, the essence of'shareholder supreme'is that capital exploits labor, and the essence of property right under socialist economic system is that allocating the residual claim and control among the stockholders and the stuffs efficiently. From the view of system arrangement, China's present corporate laws are applying the experiences of British, American, German and Japanese models as the reference. The allocation of power and responsibility for the 'New Three Boards' and the 'Old Three Boards' are not equal, and the balance of power between the board of directors and the board of supervisors is not reasonable. Only when the time that a new order of the separation of powers of ownership,labor rights and the operation have already been settled base on the governmental service platform, a perfect modern corporate system can truly be established.