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( 1 ) Background背景
公司治理结构中加强监事会职能的取向需要集中力量。我们主张将公司内部审计设置到监事会之下开展工作。这一方面将提高公司内部审计的地位，另一方面也将有效地加强公司内部审计的独立性。在监事会开展工作层面上，可以通过监督事权的集中统一，加强监事会在公司治理结构中的地位。
Strengthening corporate governance structure functions of the Board of Supervisors need to focus on the orientation . We advocate the company's internal audit set to work under the Board of Supervisors . This aspect will be the advancement of the Company's internal audit , on the other hand will also be effective in strengthening the independence of the internal audit . In the Supervisory Board to carry out the working level , by centralized oversight powers to strengthen the Supervisory Board position in the corporate governance structure.
引入了外在监督机制的、集中了公司监督事权的监督机构的合理运行，可以有效地制衡公司高管内部人控制。通过大力建设以银行为主的、包括内部审计的、监督事权统一的监事会，加强公司内部的监督职能，理顺公司治理结构，形成公司治理中股东大会、董事会、监事会、公司高管相辅相成相互制约架构，即使董事长兼任总经理，也不影响公司治理结构的有效运行机制。
The introduction of external oversight mechanisms , to run the company focused on the rational powers of supervision and oversight bodies that can effectively balance the company executives internal control . Dominated by efforts to build a bank , including internal audit , oversight powers of the Board of Supervisors unity , strengthening oversight functions within the company , streamline corporate governance structure , the formation of corporate governance in the shareholders' meeting , the board of supervisors, executives complementary mutual restraint architecture , even CEO duality does not affect the effective operation of the mechanism of corporate governance structure .
( 2 ) Analysis分析（正文）
1: The history of the development of China's corporate governance structure is more tortuous . Before the reform and opening up of China's enterprises are state-owned enterprises institutional , corporate directors and managers based on mandatory state plans to play a role in the leadership role alone , the state , trade unions , etc. In this corporate governance structure is very limited. Since reform and opening Zhengqibufen SOE model has not been completely changed , the current study has led to the U.S. market control mode into the market too superstitious indirect control of the puzzle .
2 of the lack of systematic corporate governance structure . American model produced in the context of the Law Department . Use the Law Department of the case law , the law emphasizes efficiency and progress into full play the role of lawyers , capital markets developed, using GAAP accounting standards , CPAs major socio-economic supervision. European model produced in civil law background . Civil law legal code as the main indicator , more emphasis on detailed and specific legal provisions , the law as the criterion accounting norms , the state focused on strengthening control over the economy , accounting norms emphasize unity , mandatory supervision law as the socio-economic The main basis. Construction of the corporate governance structure does not recognize the different models have different systematic. If our law is essentially a contemporary civil law origins , the current legal practice also used enactments way , but did not use the civil law in the corporate governance structure of the main banks involved in the most important oversight, internal supervision as the main focus of the Supervisory Committee manner . The case law on the origin of the independent directors , market control, but popular ideas and practices . Another example is specific to the field of financial institutional capital is wavering in the civil law system of paid-up capital and authorized capital system of common law in two ways.
For these reasons, the issue of corporate governance in all aspects of long-term unresolved. In general, the level of corporate governance and economic development are incompatible . The strength of multinational companies often plays more than the absence of governance structures for SMEs , inefficient role. Specifically look at the internal structure on the one hand the absence of corporate governance . Company dominance , tradable issues remain unresolved . Shareholders, the Board of Directors useless. Real lack of independence of the independent directors . The other hand, the external structure of corporate governance basically lost . Although requiring listed companies to hire an accounting firm must be approved by the general meeting , but the principal ( shareholders ) , agent ( company executives ) , the trustee ( CPA ) the relationship between the three has been distorted for the company executives and agency relationship between the two accounting firms , financial supervision and a lack of social audit independence , the most important market control mode is essentially lose their oversight role . These defects lead to inefficient management , short-term performance behavior everywhere, managers maximize the benefits of non- normal spread , over -the-job consumption of repeated and timely accountability mechanisms can not be formed . To solve these problems is a systems engineering. So what is the first ? Strengthen the governance structure of the company in the construction of the Supervisory Board without delay. First, because the independent directors are employed by the enterprise authority , the lack of independence between those in power and business , business success and with no interest , restricting itself to actively participate on the lack of motivation. Its shape without actually , but can not resulting from an internal supervisory mechanisms independent role should introduce positive factors .
Secondly , the introduction of supervision and monitoring of the strength of the desire of banks to participate in the supervision of the Board of Supervisors building bank-based system , you can solve the governance structure of the company in the absence of effective oversight of the main problems the bank can form the general meeting , the Board of Supervisors of checks and balances of powers The basic corporate governance structure. This is a big problem with the checks and balances is to solve practical operation, and must be priorities . The status of employees in corporate governance structure must be strengthened. Staff position in the corporate governance structure is very important. Since China has long been the masters of traditional employees have appropriate infrastructure exists , so we came in after its important position . But it should be seen , although the workers' congress of enterprises , trade unions and other systems, but the effectiveness of the governance structure of the company in -house staff to institutionalize participation still needs improvement. First congress of Chinese enterprises , trade unions and corporate system lacks organic links . Second congress of China's enterprises , trade unions are basically two sessions oversight formality . Third, the lack of effective corporate formation , exit, reward , punishment mechanism . These conditions cause internal control issues outstanding. I believe that this is an operational mechanism takes great effort to rationalize the construction of long-term problems .
Construction of China's corporate governance structure should first pay attention to the direction . Corporate Governance in China , the continued use of the independent director system ? Specifically the use of force or reform supervisory system ? I recommend choosing the latter , specifically the use of strong supervisory system , the original independent director oversight responsibilities , the Supervisory Board of Supervisors or the original unify the introduction of more effective monitoring mechanism.
Such reforms mainly in the composition of the Supervisory Board vigorously the introduction of new mechanisms. Constructed by the bank on behalf of , an important creditor representatives ; employee representatives at all levels of the enterprise ; shareholder representatives on behalf of the interests of ordinary shares to institutional investors or state-owned assets supervision and administration authority sent representatives constitute a strong desire to supervise the Board of Supervisors of China's enterprises . This architecture banking interests and goals , determine there is always targeted oversight and supervision competent , and able to close , continuing to effectively supervise the proposed main supervisor . Change the current structure of corporate governance to company executives sided fundamental imbalance of power . The existence of this framework, in particular the existence of the main bank supervisor , especially on behalf of the creditor banks can readily move from a technical point of view to produce the proposed oversight mechanism exists to determine the existence of social audit is no longer a mere formality. The Reform visible from both the internal governance structure of corporate governance focus , focus from external governance structure of corporate governance structure , grasp the key points, you can play a finishing touch . This will also be extended bank management reform, financial reform will also allow a greater role .
Sound corporate governance structure is not one way to strengthen supervision . Only the entire corporate governance structure in each unit have been strengthened , is effective reform . Companies still have to strengthen the governance structure of the management building management functions . This important aspect is to strengthen the middle of the company executives as the main person responsible for internal control . Mainly in the construction of the internal control risk prevention at the core , strengthen the standardization of business processes , the implementation of a dedicated management is responsible for the periodic inspection mechanism and establish synchronization with the business development extending feedback mechanism to institutionalize internal controls and integration of innovative normalization combined with systematic strengthening management functions. Internal management of the company to prevent risks in strong support of internal controls , the constraints Cuobi improve efficiency. Manager of the company 's operations management, board of directors and shareholders , the board of supervisors , while supervision has been strengthened. |
