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一、国有独资公司监事会制度存在的主要问题公司监事会或者监事的设置主要为大陆法系国家所采用,其设置的目的在于保证董事会运行合乎公司及股东利益。在英国和美国等国家的公司组织机构中,没有监事会或监事的设置,而是通过外部董事制度、股东代表诉讼制度及公司帐目的专门审计制度实现对股东利益的特别保护。我国公司法仿效大陆法系传统,规定监事及监事会为有限制的任意设置机构。监事会,顾名思义,是监察公司事务的监督机构。而在实际工作中,国有独资公司监事会的监督职能发挥并不理想。有人甚至说,其仅仅起到“花瓶”的摆设作用。其监督不力的原因,笔者认为主要有以下几点。1、监事的实际产生程序不合理。从公司法第67条规定可以看出,国有独资公司监事会成员主要由两种方法产生,一种是委
I. Major Problems Existing in the System of Board of Supervisors of State-owned Sole Proprietorship The establishment of the board of supervisors or supervisors of the Company is mainly adopted by countries in the civil law system. The purpose of the setting up of the board of supervisors is to ensure that the operation of the board of directors is in the interest of the Company and its shareholders. In the corporate organizations of countries such as Britain and the United States, there is no establishment of supervisory board or supervisor. Special protection of shareholders’ interests is realized through the system of special auditing of the external director system, shareholder representative litigation system and company accounts. Our company law follows the tradition of civil law system and stipulates that supervisors and board of supervisors are arbitrarily-set institutions with restrictions. The Supervisory Board, as its name implies, is the supervisory body that oversees the affairs of the company. However, in actual work, the supervisory function of the board of supervisors of wholly state-owned companies is not ideal. Some even said that it only played a “vase” furnishings. The reasons for its poor supervision, I think the main points are as follows. 1, the actual procedure of supervisors is not reasonable. From the provisions of Article 67 of the Company Law, it can be seen that members of the board of supervisors of wholly state-owned companies are mainly produced by two methods.