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在我国,公司治理的内部权力制衡是指股东会、董事会及经理层、监事会等机构之间分权制衡、相互依存的制度体系,是公司治理的运作核心。我国新、旧《公司法》的公司治理结构都基本体现了这一原则。但从现实条件下的运作情况来看,我国目前公司治理的内部权力制衡机制的具体制度设计仍存在严重的缺陷。其主要表现为:㈠股东大会走向形式化;㈡董事会的组成与营运不适应其地位的要求,职权弱化;㈢经理职权膨胀,“内部人控制”走向失控:㈣监事会形同虚设,监督职能不到位。新《公司法》针对上述问题已经做了相关的立法修订,但某些制度设计仍需进一步予以具体化、明确化,从而在立法上达到真正的完善。
In our country, the internal power balance of corporate governance refers to the system of decentralization, balance and interdependence among the shareholders, the board of directors and the manager, the board of supervisors and other institutions, which is the core of corporate governance. The corporate governance structure of new and old “Company Law” in our country basically embodies this principle. However, judging from the operation under realistic conditions, there are still serious flaws in the specific system design of the internal power checks and balances in corporate governance in our country. (I) Formalization of general meeting of shareholders; (II) The composition and operation of the board of directors did not meet the requirements of its position and its authority was weakened; (III) Expansion of the manager’s authority and control of the insiders went out of control: (4) In place. The new “Company Law” has already made relevant legislative amendments to address the above issues. However, some system designs still need to be further specified and clarified so as to achieve a real improvement in legislation.