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在国家直接投资情形下,政府董事作为国家股权代表人,由政府直接委任到公司制国家出资企业董事会中任职,为典型的股东董事和内部董事。通过统一政府董事委任主体、控制委任权限、规范委任流程,由国务院或地方政府分别对中央、地方国家出资企业的政府董事进行统一任命或分级委派,并把其分设为政府非执行董事和政府执行董事两类,使其相互之间既有适当的分工、配合,又能有一定程度的监督、制约。如此,公司制国家出资企业的内部治理结构才能既合乎资本权源逻辑、又可适应现代企业竞争而规范地建立。
In the case of direct investment in the country, the government director, as the representative of the state equity, is directly appointed by the government to the board of directors of a state-owned enterprise under the company system as a typical shareholder’s director and internal director. By unifying the authority of the government directors, controlling the powers of appointment and standardizing the appointment process, the State Council or the local government separately appoint or classify the government directors of the central and local state-funded enterprises separately and assign them as the non-executive directors and the government executive Two types of directors, so that they both have the appropriate division of labor, with, but also to a certain extent, supervision and restriction. In this way, the internal governance structure of the funded state-owned enterprises can not only meet the logic of the capital power source, but also can be standardized to meet the competition of modern enterprises.