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我国传统的国有企业改制成现代的股份公司后,由于治理结构中的关键一环——董事会发生了异化现象,仍无法有效地控制内部人控制。本文从董事会的来源分析入手,揭示了董事会异化的原因,指出要通过有效的董事提名与董事监督机制创新来走出目前的这个困境。为此,文中引入了由西方学者提出的CMF机制,详细介绍了其运作过程与特点,并对CMF机制在中国的运用做了初步的构想。
After the traditional state-owned enterprises in our country were transformed into modern joint-stock companies, due to the alienation of the board of directors, the control of the insiders still can not be effectively controlled. This article starts with the analysis of the source of the board of directors, reveals the reasons for the alienation of the board of directors, and points out that it is necessary to get out of the current predicament through effective directors nomination and innovation in the mechanism of director supervision. To this end, the article introduced the CMF mechanism proposed by western scholars, introduced its operation process and characteristics in detail, and made a preliminary conception of the CMF mechanism in China.