我国公司治理的多样性构建——以日本公司治理的沿革为参照

Building Diversity of Corporate Governance in China——Taking Evolution of Japanese Corporate Governance as Reference

我国的公司治理结构单一且股东会与董事会权限的分配不明确。日本传统的公司立法与我国基本相同,采用股东会中心主义。后来受美国法的影响,采用董事会中心主义,但保留监事制度。2002年创设董事会下设委员会制度和重要财产委员会制度,这是传统董事会的一次质变。现行日本公司法在此基础上创设会计参与制度,董事会、监事不再是必设机关,公司治理结构灵活多样。这对我国公司治理结构的重构具有重要的参考意义。

The structure of corporate governance in China is single and the distribution of right between shareholders' meeting and board of directors is not so clear. Japanese traditional company legislation regarded shareholders' meeting as core. After 1950, influenced by American laws, board of directors became the core and at the same time supervisor board is retained. In 2002, several committees under board of directors were set up and property committee system was adopted, which is a qualitative change. Based on it, now Japanese corporate law designs accountant participation system, and board of directors and supervisor board are not neccesary organizations,which makes corporate governance structure more flexible and is of reference for China.