董事会治理优化路径研究:专门委员会制度的重构

Research on Optimizing Path of Board Governance:Reconstruction of Bord Committee System

董事会专门委员会制度不仅在理论上得到了进步与发展,也在公司治理实践不断得到完善。针对董事会治理中出现的诸多问题,依靠团队生产理论,需要根据所有利益相关者的总收益来调整公司决策,但董事会治理往往面临内部权力结构的桎梏,而董事会专门委员会制度的理论与实践的发展,可以起到重新配置董事会权力的作用,通过不同的专门委员会并配合独立董事制度,强化董事会内部的权力监督机制。董事会专门委员会可以起到一种“协调架构”的作用,在一定程度上平衡公司各方参与者的利益与冲突。

The board of Directors Committees has not only made progress and development in theory, but also been constantly improved in corporate governance practice. In view of many problems in board governance, relying on team production theory, corporate decision - making needs to be adjusted according to the total benefits of all stakeholders. However, board governance often faces the shackles of internal power structure. The development of theory and practice of board committees can play a role in reallocating the power of board of directors through different committees and cooperating with independent directors. The system of affairs should be strengthened to strengthen the power supervision mechanism within the board of directors. The board committees can play a role of " Mediating Hierarchs" to balance the interests and conflicts of all participants in the company to a certain extent.