中国上市公司董事会治理与制度完善

结合新修改的<公司法>、<证券法>,从董事会治理的角度讨论我国上市公司董事会制度的立法完善问题,指出董事会的立法应该以上市公司利益最大化制度为目标,而不是股东利益最大化,更不是控股股东利益的最大化.在这个理论前提下,在对我国现行的董事会运行实践和制度环境进行评述后,指出我国上市公司董事会治理中,董事会独立性不够,董事会决策和监督功能弱化.最后对我国上市公司董事会制度的立法完善提出了一系列立法建议和对策,包括:设立上市公司国有股权信托计划,弱化政府透过股权对董事会的超强控制;由债权银行提名专项董事参与上市公司运作,以提高金融分业经营格局下银行信贷资金的安全性和使用效益;建立董事执业档案以培育职业经理人市场.

The Governance of Board of Directors in Chinese Listed Companies and the Consummation of Its Legal System

The dissertation discusses the problem on consummating the legislation relating to the system of the board of directors in the Chinese listed companies at the angle of governing the board of directors on the basis of the two newly revised laws, The CompanyLaw and The Securities Law.The writer indicates that the legislation on the board of directors should aim at the maximal interests of the listed companies instead of the shareholders,not to say of the holding shareholders. It is based on tbe premise of this theory and observations of the operating practice and the system environment of our present board of directors that the dissertation comes to the conclusion that the independent role of the board of directors has not been fully played and its decision and supervision functions have been weakened in the process of governing it in our listed companies.Finally the writer brings forward a series of legislative suggestions and countermeasures on legislation consummation relating to the system of the board of directors in our listed companies, including:establishing the program of trusting the rights of state-owned shares in the listed companies and weakening the government's super-euntrol to the board of directors by rights of shares,nominating special directors by tbe creditor bank participating in the operation of the board of directors in the listed companies,thus enhancing the safety and effectiveness of the bank's credit funds in the layout of respective management of financing,and establishing the system of directors working records to cultivate the market of professional managers.