中国公司法中审计委员会制度的问题研究 - 以上市公司及国有企业为中心

Abstract

The Audit Committee system, as a core norm within China’s corporate governance framework, aims to optimize asset management, operational efficiency, and risk management capabilities; effectively safeguard the legitimate rights and interests of company shareholders; and enhance internal control and oversight within enterprises. Since the issuance of the Guiding Opinions on Establishing an Independent Director System in Listed Companies (CSRC Document No. 102 [2001]), this departmental normative document has not only established the fundamental legal framework for China’s continuous refinement of the audit committee system but also provided crucial theoretical foundations for the formation of modern corporate governance structures in China. Through functions such as internal management evaluations, financial audits, and external audit communications, audit committees have played a significant role in both internal governance and external coordination. From the perspective of the regulatory evolution of the audit committee system, the 2023 revision of the Company Law of the People’s Republic of China signifies that China’s audit committee system has entered a phase of standardization and systematization. In this process, the audit committee system not only offers a novel oversight option for corporate internal governance in China but also provides enterprises with an opportunity to enhance management efficiency and reduce costs associated with decision-making, communication, compliance, supervision, and operations within complex and dynamic market environments. However, while the regulatory framework for audit committees continues to improve, evolving economic conditions and heightened governance demands have gradually exposed certain issues in their practical application. These problems manifest in the abuse of litigation representative authority by committee members, the ineffectiveness of internal deliberation rules, and the underutilization of disciplinary powers. For instance: Second, due to recusal requirements, the number of audit committee members without conflicts of interest often remains even, making it difficult to achieve effective voting outcomes on relevant issues and undermining the reliability of the audit committee’s procedural rules. Third, excessive concentration of decision-making authority within the company’s board of directors prevents the audit committee from effectively leveraging its internal control advantages, further weakening its authority to fulfill supervisory functions. Furthermore, the audit committee system exhibits varying degrees of independence deficiencies when confronting emerging challenges such as rapid corporate expansion, multinational operations, and complex equity structures. To better achieve the internal governance objectives of the new Company Law of the People’s Republic of China, this paper will conduct an in-depth study on the aforementioned issues within the current audit committee system. By analyzing its fundamental rules and theoretical characteristics, it proposes improvements such as optimizing representative litigation qualifications, resolution procedures, and the rebalancing of rights and obligations. This aims to provide a theoretical basis for further refining China’s audit committee system and offers valuable insights for enhancing corporate governance structures in China.