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2005年《公司法》规定国有独资公司出资人可以将部分权力授权董事会行使,使得此种公司董事会权力大于一般公司董事会。在“强董事会”模式下,国有独资公司董事扮演着监督者和经营者的双重角色,加强对董事监督成为国有独资公司的重大课题。但实践中,对董事的审计监督几乎是空白。从公司内部组织机构制衡角度考虑,依照公司治理理论,应由监事会承担对董事的监督职责。鉴于此类公司内部监督非比寻常的重要性、以及中国公司机构的特性,应当由监事会承担对董事审计监督的任务,但同时应当加强监事会的各项权力。
In 2005, the Company Law stipulated that the investor of a wholly state-owned company may authorize the board of directors to exercise part of its power, making the board of directors of such a company more powerful than the board of directors of a general company. Under the “strong board of directors” model, the directors of wholly state-owned companies play a dual role as supervisors and managers, and they have strengthened the important task of supervising directors as state-owned enterprises. However, in practice, the audit supervision of directors is almost blank. From the perspective of the balance of internal organizational structure, in accordance with the theory of corporate governance, the board of supervisors should assume the supervisory responsibility for the directors. Given the extraordinary importance of such company internal oversight and the characteristics of Chinese corporate institutions, the board of supervisors should undertake the task of auditing and supervising the directors, but at the same time the various powers of the board of supervisors should be strengthened.