중국 국가지주회사 지배구조와 자본제도 최신 동향 및 입법 과제

Abstract

The core of the corporate governance is the board of director governance in the state-owned holding company. The purpose that the board of directors sets up is to perfect corporate governance and to balance power mechanism. In this paper, we find out the problems that exist, including organization structure and function. At last, we come up with some positive sugguestions on solving the problems. The governance structure of state-owned enterprise is to be perfected steadily on the basis of summarizing domestic experience and using foreign experience for reference. For example, the legal system of governance is strengthened step by step, and a large part of state-control corporations have established the governance structure of the combination of internal control on the dispersed right and external supervision mechanism. However, it is far from been perfected. For example, the range of the subject of the governance structure of state-owned enterprise provided on the "company law of the People's Republic of China" is too narrow, the board and the supervisory conference system does not march with the governance structure well, and the impellment and constraint mechanism is not effective for the operator. In order to perfect the governance structure of state-owned enterprise, we should start with several following respects. First, improve the board of directors independent director, system of supervisory board; Second, perfect the impellment and constraint mechanism. Third, set up the interplay mechanism of internal governance and external supervision. Forth, pay attention to staff's function in the governance structure of state-owned enterprise. Fifth, take the opportunity of the split-share reform to promote the perfection of governance structure of the listed state-control company. The key of the financial management by the state as an investor to the state-owned enterprises is to establish and perfect the incentive and supervision mechanisms. The design of incentive and supervision mechanisms should take a defined control or decision-making mechanism as a precondition. Our tentative idea is that inspiring mechanism should include long-term inspiring and short-term inspiring. The long-term inspiring should be coordinated with long-term decisions concerned with the enterprise's long-term interest, and short-term inspiring with short-term decisions concerned with the short-term interest. We argue that the State investor's supervision and restriction mechanism should be taken in a way that integrates usual and periodical supervision. The usual supervision of the State investors may be taken with the appointment system. The appointment system here can be called "the appointment system of financial supervisor". The periodical supervision may adopt the form of periodic audit by social auditing or internal auditing department that is subordinate to the state-holding corporation and is in CEO's charge.