论上市公司社会责任法律制度的完善
发布时间：2019-01-28 10:43
【摘要】： 公司社会责任(Corporate Social Responsibility)是当今世界各国公司经营者、股东、社会各界以及公司法学者、立法者关注的热点问题。从外部看,无论是由管理学、经济学,还是社会心理学、社会学以及伦理学,公司社会责任问题的研究都是热点。从内部看,公司法一直是商法乃至私法的重中之重,对于公司社会责任的研究不仅是阐释公司原理的要求,也是私法哲学的一个热点。此外,公司社会责任还是传统公司法理论在公司社会实践中需要回应的一个新课题,公司社会责任理论要求不能仅仅将公司视为最大限度地为股东们营利或赚钱以防范市场风险、逃避债务的神奇工具,还必须考虑公司在就业、环保、公司职工参与经营管理方面承载的制度价值,造利润不应该成为公司追求的唯一目标,公司还必须积极承担社会责任。 我国上市公司社会责任已经起步,但形势仍然严峻。如近年来被频频披于报端的公司财务丑闻、经营亏损而高管却领天价高薪、市场操纵和内幕交易行为等问题,甚至有些公司为了追求股东和经营者的利益,漠视甚至肆无忌惮地侵害劳动者、消费者、债权人和社会公众的利益(尤其是环境利益)。造成上述问题的原因无疑是多方面的,而根本原因在于我国相关法律制度的滞后和缺失。 2005年修订的《公司法》把公司社会责任用一般条款的方式作出了规定,但作为宣示性的法律原则,由于规制对象和内容的模糊性,在操作上存在诸多难题,其他部门法律和制度专门对公司社会责任的规定甚少,更不成系统。可以说,法律制度的滞后和缺陷已无法适应我国司法实践的需要。因此,只有完善上市公司社会责任法律制度体系,才‘能有效保护公司利害关系人的利益,上市公司社会责任法律制度之完善,应从以下几方面着手：完善职工参与公司治理,构建银行参与公司治理制度；强化政府监管,完善信息披露制度,提高上市公司社会责任报告质量；建立符合我国国情的社会责标准体系,完善其他相关配套法律法规等。
[Abstract]:Corporate social responsibility (Corporate Social Responsibility) is a hot issue of corporate managers, shareholders, social circles, and corporate law scholars and legislators all over the world. From the external point of view, whether by management, economics, social psychology, sociology and ethics, corporate social responsibility is a hot topic. From the internal point of view, corporate law has always been the most important part of commercial law and even private law. The study of corporate social responsibility is not only the requirement of explaining the principle of company, but also a hot spot of private law philosophy. In addition, corporate social responsibility (CSR) is still a new topic that the traditional corporate law theory needs to respond to in corporate social practice. The theory of corporate social responsibility requires that companies not only be viewed as magic tools for maximizing profits or making money for shareholders to guard against market risks and avoid debt, but also that companies must be considered for employment, environmental protection, The institutional value of employees' participation in management should not be the only goal pursued by the company, and the company must also take on social responsibility actively. Our country listed company social responsibility has already started, but the situation is still grim. For example, in recent years, there have been frequent financial scandals in newspapers, problems such as operating losses and executives receiving high salaries, market manipulation and insider trading, and even some companies pursuing the interests of shareholders and operators. Disregard and even unbridled aggression against the interests of workers, consumers, creditors, and the public (especially the environment). There are many reasons for the above problems, but the fundamental reason lies in the lag and deficiency of the relevant legal system in our country. The Company Law revised in 2005 stipulates corporate social responsibility in the form of general clauses, but as a declarative legal principle, because of the ambiguity of the object and content of regulation, there are many problems in operation. Other sectoral laws and systems specifically provide for corporate social responsibility, much less systematic. It can be said that the lag and defects of the legal system can no longer meet the needs of our judicial practice. Therefore, only by perfecting the legal system of social responsibility of listed companies can we effectively protect the interests of the stakeholders of the company. The perfection of the legal system of social responsibility of listed companies should be carried out from the following aspects: perfecting the participation of workers in corporate governance, Constructing the system of bank participation in corporate governance; Strengthen government supervision, perfect information disclosure system, improve the quality of social responsibility report of listed companies, establish a standard system of social responsibility in accordance with the national conditions of our country, perfect other relevant laws and regulations, and so on.
【学位授予单位】：湖南大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
本文编号：2416985
[Abstract]:Corporate social responsibility (Corporate Social Responsibility) is a hot issue of corporate managers, shareholders, social circles, and corporate law scholars and legislators all over the world. From the external point of view, whether by management, economics, social psychology, sociology and ethics, corporate social responsibility is a hot topic. From the internal point of view, corporate law has always been the most important part of commercial law and even private law. The study of corporate social responsibility is not only the requirement of explaining the principle of company, but also a hot spot of private law philosophy. In addition, corporate social responsibility (CSR) is still a new topic that the traditional corporate law theory needs to respond to in corporate social practice. The theory of corporate social responsibility requires that companies not only be viewed as magic tools for maximizing profits or making money for shareholders to guard against market risks and avoid debt, but also that companies must be considered for employment, environmental protection, The institutional value of employees' participation in management should not be the only goal pursued by the company, and the company must also take on social responsibility actively. Our country listed company social responsibility has already started, but the situation is still grim. For example, in recent years, there have been frequent financial scandals in newspapers, problems such as operating losses and executives receiving high salaries, market manipulation and insider trading, and even some companies pursuing the interests of shareholders and operators. Disregard and even unbridled aggression against the interests of workers, consumers, creditors, and the public (especially the environment). There are many reasons for the above problems, but the fundamental reason lies in the lag and deficiency of the relevant legal system in our country. The Company Law revised in 2005 stipulates corporate social responsibility in the form of general clauses, but as a declarative legal principle, because of the ambiguity of the object and content of regulation, there are many problems in operation. Other sectoral laws and systems specifically provide for corporate social responsibility, much less systematic. It can be said that the lag and defects of the legal system can no longer meet the needs of our judicial practice. Therefore, only by perfecting the legal system of social responsibility of listed companies can we effectively protect the interests of the stakeholders of the company. The perfection of the legal system of social responsibility of listed companies should be carried out from the following aspects: perfecting the participation of workers in corporate governance, Constructing the system of bank participation in corporate governance; Strengthen government supervision, perfect information disclosure system, improve the quality of social responsibility report of listed companies, establish a standard system of social responsibility in accordance with the national conditions of our country, perfect other relevant laws and regulations, and so on.
【学位授予单位】：湖南大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
【引证文献】
相关硕士学位论文 前2条
1 王薇;上市公司股份转让的限制及其反思[D];华东政法大学;2011年
2 邓雪萍;我国国有企业社会责任法律制度研究[D];中共广东省委党校;2012年
，本文编号：2416985
本文链接：https://www.wllwen.com/falvlunwen/gongsifalunwen/2416985.html
