美国上市公司信息披露失真综合治理及其启示

面对近年来大批知名上市公司财务欺诈事件频发,美国对此作出了积极的应对之策.其治理思路可以归结为"一个中心,两个基本点",即以政府(国会)作为治理的中心力量并立足于重塑诚信的社会环境和加强相关法规改革两个基本面.在此治理思路指导下,美国政府加强了诚信的微观环境和宏观环境的培养,并加大了上市公司相关法规的改革力度,包括:锁定CEO/CFO个人责任,将审计委员会明确为法定的公司财务监督机构,对会计师事务所等中介机构实施严格监管,提出更高的信息披露要求,作出更多的救济和更重的惩罚规定,等等.这些综合治理措施在较短时间内就已取得了较为理想的效果,因而值得我们借鉴.

Comprehensive Countermeasures on Information Disclosure Distortion of Listed Companies in USA and its Lessons to China

Facing up to the serious fact that many famous listed companies frequently disclose false information in recent years, the USA has adopted a series of countermeasures to cope with it. In general, the controlling thought taken by the USA is "one center, two essentials". that is, regarding Congress as the central power, and establishing cultivating the social environment of integrity and reforming the related rules of law as the two essentials. Under the guidance of the above controlling thought, the article analyses the countermeasures and its effect in detail first, than discusses the lessons to China who has also been suffering from the same syndrome from five aspects, namely, strengthening education on integrity to listed companies and their stakeholders, and locating their responsibility; seriously building the rules about information disclosure of listed companies, and punishing the lawbreakers severely; enhancing the responsibilities of executives ( CEO or CFO) in order to compel them to give more attention to their companies; regulating the operating fields of agencies such as accountant offices and their actions; renewing the executives' promoting system in listed companies and putting the salary system under scrutiny.