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随着我国现代企业制度的逐步建立和企业“法人治理结构”的日渐完善,长期以来困扰国有企业改革的企业所有权与经营权分离的问题正逐步得到解决。无论是股份有限公司(包括上市公司)还是有限责任公司(包括国有独资公司),其所有权——股权均为投资者——股东所有,而其经营权则为企业的股东会、董事会和经营层三级架构所掌握。随着我国证券市场和资本市场的发展,由于企业股权的多元化和分散化将成为一种趋势。因此,单一股东通过企业股东会对企业经营权的控制力将被削弱,企业的实际经营权将主要掌握在董事会和管理层的高级管理人员手中,而企业的董事和高级管理人员往往并非企业的股东,因而就引发了这样一个问题:企业的董事和高级管理人员利用监督机制不完善等因素,违背应对企业和股东承担的忠诚义务而趁机以权谋私,或者虽不非法谋取私利但也不尽勤勉尽责义务而导致企业经营不善或亏损,直接或间接地损害了企业和股东的利益。如何解决这个问题呢?近期政府、企业界和法律界都在探讨对企业经营者的激励制度,尤其是长期激励制度,而经营者持股期权制度正愈来愈受到广泛的关注。若干地方政府也逐步
With the gradual establishment of the modern enterprise system in our country and the gradual perfection of the corporate governance structure, the problem of separation of ownership and management of enterprises, which have troubled the reform of state-owned enterprises for a long time, has been gradually solved. Whether it is a limited liability company (including a listed company) or a limited liability company (including a wholly state-owned company), its ownership - equity is owned by the investor - the shareholder and the right to operate is the company’s shareholders, board of directors and management Three levels of control. With the development of China’s securities market and capital market, diversification and diversification of corporate equity will become a trend. Therefore, the control of a single shareholder through the corporate shareholders’ meeting on the business operation right will be weakened. The actual business operation right of a company will mainly be held in the hands of the senior management personnel of the board of directors and the management. However, the directors and senior management of enterprises are often not the enterprises The shareholders thus raise the issue that the directors and senior managers of enterprises use the supervisory mechanism imperfectly to take the opportunity to abuse their power for personal gain against their duty of loyalty to enterprises and shareholders or they are not diligent and responsible Obligation to cause business failures or losses, directly or indirectly, damage to the interests of enterprises and shareholders. How to solve this problem? Recently, the government, business and legal circles are exploring the incentive system for business operators, especially the long-term incentive system, while the operator shareholding system is receiving more and more widespread attention. A number of local governments are also gradually