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一、公司治理的涵义“治理”(governance)一词本源于法律用语,而“公司治理”概念早在80年代初就被经济学家在文献中引用了。从法和经济学的角度看,公司治理的涵义包含有两个层次:一个层次是指内部治理,即通常所称的公司法人治理结构,通过公司内部产权制度安排来实现;另一个层次是指外部治理,通过公司外部竞争的市场体系来实现。公司内部治理是基于委托代理理论和产权理论,对代理人实施激励机制从而在公司的各个利益主体之间进行剩余控制权与剩余索取权有效配置的一套产权制度
I. THE CONCEPT OF CORPORATE GOVERNANCE The word “governance” originates from legal terms, and the concept of “corporate governance” was cited by economists as early as the early 1980s in the literature. From a legal and economic point of view, the meaning of corporate governance includes two levels: one level refers to internal governance, which is commonly referred to as corporate governance structure, which is realized through institutional arrangement of internal ownership of the company; the other level refers to External governance is achieved through external competitive market systems. The internal governance of a company is based on principal-agent theory and theory of property rights, and implements a set of property rights system in which the agent exercises the incentive mechanism to effectively dispose the residual control rights and the residual claims among the various stakeholders of the company