上市公司内部监督机构的责任规则完善——以康美药业案为例

The Perfection of the Responsibility Rules of Internal Supervision Institutions of Listed Companies——Taking the Kangmei Pharmaceutical Case as an Example

康美药业公司虚假陈述案引发了对上市公司独立董事责任承担的热议,但依旧缺乏对上市公司内部监督机构的综合责任规则的反思。基于对该案的研究可知,目前公司内部监督机构的责任归咎呈现出责任层次不够分明、责任与职权的配比不合理、严格责任之下的救济途径不够系统等堵点。究其根源,在奉行投资者保护为圭臬的理念偏倚之下,行民责任承担的沟通渠道不畅,且对权责配比的考量未得到重视。未来在对类案的上市公司整体内部监督建构方面,应当细化责任主体的层次界定,建构行民担责协调机制,综合考量合理的权责配比,同时还应完善相关主体的体系性事后救济路径。

The false statement case of Kangmei Phar maceutical Company has sparked a heated discussion on the responsibility of independent directors of listed companies,but there is still a lack of reflection on the comprehensive responsibility rules of internal supervision agencies of listed companies.Based on the study of this case,it can be seen that the responsibility attribution of the internal supervision agencies of the company currently presents obstacles such as unclear levels of responsibility,disproportionate ratio of responsibility and authority,and insufficient systematic relief channels under strict responsibility.The root cause is that under the bias of adhering to the principle of investor protection,the communication channels for the responsibility of investors are not smooth,and the consideration of the ratio of rights and responsibilities is not given enough attention.In the future,when examining the responsibilities of the members of the company's overall internal supervision and construction in similar cases,it is necessary to refine the hierarchical definition of the responsible subjects,construct a coordination mechanism for the responsibility of the public,and comprehensively consider based on a reasonable proportion of rights and responsibilities.At the same time,a systematic post relief path should also be provided for relevant subjects.