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监事会是现代公司治理结构的一个重要组成部分,在我国公司立法之初,监事会制度就被明确地写入1993年《公司法》。经过了十多年的风雨,这一制度如同虚设。而审计委员会制度起源于英美法系的一种企业内部控制制度,是董事会下设的专门委员会,是公司治理结构的一种制度安排,也是内部审计的外延,外部审计的有效协助。目前我国证监会期望在我国上市公司中引入独立董事和审计委员会制度,旨在完善上市公司治理结构、促进上市公司规范运作。本文试对监事会与审计委员会并存的局面加以分析,力求找出合理划分监事会和审计委员会职责范围,分权制衡,解决两者职责重叠冲突问题的措施与方法。
The board of supervisors is an important part of the modern corporate governance structure. At the beginning of the legislation of our country, the system of board of supervisors was explicitly written into the 1993 Company Law. After more than a decade of trials and hardships, this system is just like nothingness. The audit committee system originated from Anglo-American law system of an enterprise internal control system. It is a special committee set up by the board of directors. It is a kind of institutional arrangement of corporate governance structure. It is also an extension of internal audit and effective assistance of external auditing. At present, China Securities Regulatory Commission (CSRC) hopes to introduce the system of independent directors and audit committee into the listed companies in our country, aiming at perfecting the governance structure of listed companies and promoting the standardized operation of listed companies. This article tries to analyze the coexistence of the Board of Supervisors and the Audit Committee, and tries to find out the measures and methods to reasonably divide the responsibilities of the Board of Supervisors and the Audit Committee, to balance the powers and to check and balance the two responsibilities.