公司治理结构的法律透析

On Corporate Governance Structure

公司治理结构是由公司的法律地位、产权结构和多元利益主体结构所决定的,其中公司的产权结构起着决定性作用。从治理结构内部制衡关系分析,股东大会与董事会之间实质上是一种信任托管关系,董事会与公司经理之间是一种委托代理关系,而监事会与董事会及经理之间又是一种监督与被监督的关系;从外部制衡机制分析,证券市场、职业经理人市场、政府的经营管制等都会施加影响。

By analyzing corporate governance structure from legal principles, the paper points out that corporate governance structure is determined by corporation's legal position, property structure and structure of pluralistic interests body, among which corporate property structure plays a decisive role. Analyzed from internal restriction and balance relationship of governance structure, the relationship between shareholder's meeting and board of directors is that of trusteeship; the relationship between board of directors and company manager is that of agency by agreement; while the relationship among supervisory committee, board of directors and manager is that of supervising and being supervised. Analyzed from external restriction and balance system, securities market, professional manager market, governmental operating control have certain influence on the governance structure.