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我国公司治理采取董事会和监事会共同治理的二元模式。我国上市公司国有股“一股独大”的深刻背景使监事会行使监督权力受制于董事会,独立监督和有效监督无法保证。2001年我国引入独立董事制度,形成独立董事和监事会监事“双管齐下”的监督格局。独立董事制度在实施中遭遇到独立董事意志不独立、整体素质偏低、风险报酬不对等、与监事会监督权责构成冲突等问题的困扰。解决对策包括与监事会权责有效划分,保护监事会的监督主体地位,出台相关法律法规加强独立董事的业务监督的权责匹配、报酬匹配,完善和优化独立董事的选拔机制、建立行业自律体系等。
China’s corporate governance takes the dual mode of common governance by the board of directors and the board of supervisors. The profound background of the state-owned shares of listed companies in our country “a dominance ” makes the supervisory power exercised by the board of supervisors subject to the board of directors, independent supervision and effective supervision can not be guaranteed. In 2001, China introduced an independent director system to form a supervisory framework for independent directors and board of supervisors and a “two-pronged approach.” In the implementation of the system of independent directors, they encountered problems such as the independence of the independent directors’ will, the low overall quality, the unequal return on risk, and the conflict of powers and responsibilities of the supervisory board. The solution includes effective division of powers and responsibilities with the board of supervisors, the protection of the supervisory body of the board of supervisors, the introduction of relevant laws and regulations, the matching of power and responsibility of independent supervisors, the matching of remunerations, the selection and selection mechanism for independent directors, and the establishment of an industry self-regulation system.