“二元”公司治理模式下审计委员会与监事会运行机理研究
发布时间：2018-12-22 09:10
【摘要】： 2001年我国证监会发布《关于在上市公司建立独立董事的指导意见》,要求上市公司建立独立董事制度,以改善我国监事会监督不力的现状。独立董事和审计委员会产生于美国等“一元”公司治理模式下,而我国采取的是“二元”公司治理模式,治理机制中已经存在了监事会这个法定监督机关,审计委员会和监事会两种制度的并存没有改善我国公司治理机制的效率,反而使两种监督机构重复设置进而出现推托责任、监督不力的情况。因此两种制度的并存是否合理、如果并存怎样科学界定两种制度的定位和职能就成为目前一个亟待研究的课题。 本文旨在通过对审计委员会和监事会发展历程、理论基础和运行机理的深入探讨,发现二者并存的基础和依据,结合二者的运行机理,为“二元”公司治理模式下监事会和审计委员会的调和提供可行的框架,并根据我国特殊的制度、经济、文化等宏观环境,重新界定二者的职责,使其在我国公司治理结构和谐并存。 本文的主要内容和成果如下: (1)以美、英、加为例介绍了审计委员会在“一元”公司治理模式下产生、发展和完善的历程,并对其未来发展趋势进行展望。 (2)分别从委托代理理论和法理学的角度分析了审计委员会的理论基础,并结合“一元”公司治理模式国家的治理机制的共同点,给出了审计委员会的运行机理。 (3)考察了监事会在“二元”公司治理模式中的演进历程,并在德国、日本和我国之间进行了横向的比较;从委托代理理论、利益相关者理论和法理学的角度阐述了监事会赖以存在和发展的理论基础;总结性地给出监事会制度的运行机理。 (4)结合企业经营权配置和监督机制之间的关系、公司治理理念全球趋同的现象以及监事会和审计委员会运行机理的互补等依据,证明监事会和审计委员会在“二元”公司治理模式中是可能并存的;提出了监事会和审计委员会具体调和的途径:监督地位的调和、监督职责的调和以及二者调和的保障机制。 (5)以河北省上市公司为例,指出独立董事和审计委员会与监事会并存所出现的问题并提出了一些改革建议。
[Abstract]:In 2001, China's Securities Regulatory Commission issued "guidance on establishing Independent Directors in listed companies", which requires listed companies to establish independent directors system in order to improve the current situation of ineffective supervision by the board of supervisors in China. Independent directors and audit committees came into being under the "one dollar" corporate governance model such as the United States. However, what China adopts is a "dual" corporate governance model, in which there is already a statutory supervisory organ, the Board of Supervisors, in the governance mechanism. The coexistence of the audit committee and the board of supervisors does not improve the efficiency of the corporate governance mechanism of our country, on the contrary, it makes the two kinds of supervision organizations set up repeatedly and then appear the situation of shirking responsibility and weak supervision. Therefore, whether the coexistence of the two systems is reasonable or not, and how to scientifically define the orientation and functions of the two systems has become an urgent issue to be studied. The purpose of this paper is to find out the basis and basis for the coexistence of the audit committee and the board of supervisors through a thorough discussion of the development course, the theoretical basis and the operating mechanism of the audit committee and the board of supervisors. It provides a feasible framework for the harmony between the board of supervisors and the audit committee under the "dual" corporate governance model, and redefines their responsibilities according to the special system, economy, culture and other macro environment of our country. Make it in our country corporate governance structure coexist harmoniously. The main contents and achievements of this paper are as follows: (1) taking the United States, Britain and Canada as an example, this paper introduces the course of the audit committee's emergence, development and perfection under the "one dollar" corporate governance model, and looks forward to its future development trend. (2) analyzing the theoretical basis of audit committee from the angle of principal-agent theory and jurisprudence, and combining the common ground of governance mechanism of "monistic" corporate governance model, this paper gives the operating mechanism of audit committee. (3) the evolution of supervisory board in "dualistic" corporate governance model is investigated, and a horizontal comparison is made between Germany, Japan and China; From the perspective of principal-agent theory, stakeholder theory and jurisprudence, this paper expounds the theoretical basis of the existence and development of the board of supervisors, and gives the operating mechanism of the board of supervisors system. (4) according to the relationship between management right allocation and supervision mechanism, the phenomenon of global convergence of corporate governance concept and the complementary operation mechanism of supervisory board and audit committee, etc. It is proved that the board of supervisors and the audit committee may coexist in the "dual" corporate governance model; The concrete ways to reconcile the supervisory committee and the audit committee are put forward: the harmony of the supervisory position, the reconciliation of the supervisory duties and the guarantee mechanism of the reconciliation between the supervisory committee and the audit committee. (5) taking the listed companies in Hebei Province as an example, the paper points out the problems existing in the coexistence of independent directors and audit committees with the board of supervisors, and puts forward some reform suggestions.
【学位授予单位】：石家庄经济学院
【学位级别】：硕士
【学位授予年份】：2007
【分类号】：F276.6;F239.4;F832.51
本文编号：2389609
[Abstract]:In 2001, China's Securities Regulatory Commission issued "guidance on establishing Independent Directors in listed companies", which requires listed companies to establish independent directors system in order to improve the current situation of ineffective supervision by the board of supervisors in China. Independent directors and audit committees came into being under the "one dollar" corporate governance model such as the United States. However, what China adopts is a "dual" corporate governance model, in which there is already a statutory supervisory organ, the Board of Supervisors, in the governance mechanism. The coexistence of the audit committee and the board of supervisors does not improve the efficiency of the corporate governance mechanism of our country, on the contrary, it makes the two kinds of supervision organizations set up repeatedly and then appear the situation of shirking responsibility and weak supervision. Therefore, whether the coexistence of the two systems is reasonable or not, and how to scientifically define the orientation and functions of the two systems has become an urgent issue to be studied. The purpose of this paper is to find out the basis and basis for the coexistence of the audit committee and the board of supervisors through a thorough discussion of the development course, the theoretical basis and the operating mechanism of the audit committee and the board of supervisors. It provides a feasible framework for the harmony between the board of supervisors and the audit committee under the "dual" corporate governance model, and redefines their responsibilities according to the special system, economy, culture and other macro environment of our country. Make it in our country corporate governance structure coexist harmoniously. The main contents and achievements of this paper are as follows: (1) taking the United States, Britain and Canada as an example, this paper introduces the course of the audit committee's emergence, development and perfection under the "one dollar" corporate governance model, and looks forward to its future development trend. (2) analyzing the theoretical basis of audit committee from the angle of principal-agent theory and jurisprudence, and combining the common ground of governance mechanism of "monistic" corporate governance model, this paper gives the operating mechanism of audit committee. (3) the evolution of supervisory board in "dualistic" corporate governance model is investigated, and a horizontal comparison is made between Germany, Japan and China; From the perspective of principal-agent theory, stakeholder theory and jurisprudence, this paper expounds the theoretical basis of the existence and development of the board of supervisors, and gives the operating mechanism of the board of supervisors system. (4) according to the relationship between management right allocation and supervision mechanism, the phenomenon of global convergence of corporate governance concept and the complementary operation mechanism of supervisory board and audit committee, etc. It is proved that the board of supervisors and the audit committee may coexist in the "dual" corporate governance model; The concrete ways to reconcile the supervisory committee and the audit committee are put forward: the harmony of the supervisory position, the reconciliation of the supervisory duties and the guarantee mechanism of the reconciliation between the supervisory committee and the audit committee. (5) taking the listed companies in Hebei Province as an example, the paper points out the problems existing in the coexistence of independent directors and audit committees with the board of supervisors, and puts forward some reform suggestions.
【学位授予单位】：石家庄经济学院
【学位级别】：硕士
【学位授予年份】：2007
【分类号】：F276.6;F239.4;F832.51
【引证文献】
相关硕士学位论文 前1条
1 陈保磊;上市公司审计委员会制度的构建与完善[D];东北财经大学;2011年
，本文编号：2389609
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