上市公司独立董事和监事会的兼容性研究

发布时间：2019-06-15 19:29

【摘要】：中国上市公司内部监督机制,起初采用的是“二元制”模式下的监事会制。但是,就制度实践的情况来看,上市公司的监事会并没有发挥其应有的监督作用,被虚化、被架空,甚至被被监督者控制。2001年,中国证监会颁布《关于在上市公司建立独立董事制度的指导意见》,强制要求上市公司引入独立董事制度,作为内部监督机制一种改良和补充,新《公司法》对这一制度进行确认。但是,移植一种的新的监督机制,并不意味着解决另外一种监督机制的有效性问题。有学者也提出质疑,独立董事与我国现行公司治理结中的监事会的职能相互重叠,容易产生“搭便车”的心理,两个机构之间的扯皮、推诿,很可能将仅有的一些监督绩效降低为零。本文从中外上市公司内部监督机构的相互比较出发,阐述具有中国特色的独立董事和监事会并存的公司内部监督机制,。笔者通过博弈和实证分析认为,作为过渡经济的产物,两者肩负相似的使命和责任,其存在具有一定的合理性,虽然两者在性质和职能上存在一定的重叠,但是只要完善相关制度,独立董事和监事会也能产生良好的制度合力,提高公司内部监督效率。
[Abstract]:At first, the internal supervision mechanism of listed companies in China adopted the supervision committee system under the mode of "dualistic system". However, as far as the practice of the system is concerned, the board of supervisors of listed companies has not played its due supervisory role, has been false, elevated, and even controlled by supervisors. In 2001, the CSRC issued the guidance on the Establishment of Independent Director system in listed companies, forcing listed companies to introduce independent director system as an improvement and supplement to the internal supervision mechanism. The new Company Law confirms this system. However, transplanting a new supervision mechanism does not mean solving the effectiveness of another supervision mechanism. Some scholars have also questioned that the functions of independent directors and the board of supervisors in the current corporate governance of our country overlap each other, which is easy to produce the psychology of "hitchhiking". The bullshit and prevarication between the two organizations are likely to reduce some of the supervision performance to zero. Based on the comparison of internal supervision institutions of listed companies between China and foreign countries, this paper expounds the internal supervision mechanism of independent directors and board of supervisors with Chinese characteristics. Through game and empirical analysis, the author holds that, as the product of transitional economy, the two shoulder similar missions and responsibilities, and their existence is reasonable. Although there is a certain overlap in the nature and functions of the two, as long as the relevant systems are improved, the independent directors and the board of supervisors can also produce good institutional joint force and improve the efficiency of internal supervision of the company.
【学位授予单位】：浙江大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91

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