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现代公司治理结构中,核心内容是股东会、董事会、监事会的分立和制衡。在实际运行操作中,人们往往强调股东会的所有权和董事会的经营权,而对两者权利行使的内部监督机构——监事会未给予足够重视。在我国,由于股份有限公司股权结构的不合理以及立法规定的不完善,导致监事会职能弱化,几乎形同虚设。本文通过对典型治理模式中监事会制度的介绍及对我国监事会制度存在的问题进行分析,参考日本、德国等国的经验,对重塑我国股份公司监事会制度提出几点浅显的建议。
In the modern corporate governance structure, the core content is the separation and checks and balances of the shareholders’ meeting, the board of directors and the supervisory board. In actual operation, people often emphasize the ownership of the shareholders’ meeting and the management power of the board of directors. However, the supervisory board, the internal supervisory body exercising their rights, has not given enough attention. In our country, due to the unreasonable ownership structure and the imperfect legislation, the function of the board of supervisors has been weakened, which is almost the same. Based on the introduction of the board of supervisors in the typical governance model and the problems existing in the system of board of supervisors in our country, this paper refers to the experience of Japan, Germany and other countries to make some simple suggestions on reshaping the system of board of supervisors in our country.