【作者】 孟繁英；

【导师】 徐充；

【作者基本信息】 吉林大学 ， 马克思主义理论与思想政治教育， 2005， 硕士

【摘要】 国有企业的改革方向是建立现代企业制度,现代企业制度的典型形式是公司制,公司法人治理结构作为现代公司制的核心,日益成为我国乃至世界各国各界人士普遍重视的热点话题,也成为本文的研究对象。法人治理结构作为一种权利制衡机制,主要指企业的内部治理。伴随着国有企业产权制度的改革,我国国有企业法人治理结构逐步建立起来,但从建立现代企业制度这一目标来看,我国国有企业的法人治理结构还很不完善,存在许多问题,笔者对产生这些问题的原因进行了深入的剖析,找到其症因所在。由于法人治理结构是一个外来词,美、日、德这些世界比较典型国家在法人治理结构模式上的先进经验值得我们借鉴。在此基础上,笔者坚持内因与外因、外国先进经验与本国实际相结合的原则,提出完善我国国有企业法人治理结构的对策建议。更多还原

【Abstract】 Corporate governance structure that is also called governance structure of the firm or corporate governance mechanism becomes more and more economic hot spot and matters of common concern in the market-oriented countries. Corporate governance structure has no unified pattern in the whole world scope. In the 1980s, academic articles praised German and Japan pattern because they think this main-bank mechanism and holding-stock each other pattern more favorable to the corporation’s development than market-oriented pattern from a long-term point of view. In the 1990s, with the development of the American economy, they then considered market-oriented pattern superior to others because it protects investors, invests easily and stock market grows well. With the development of economic practice, every country tries to find out its own pattern. In china, state-owned enterprise is very important to our economy. In the first of the 1990s, we reformed state-owned enterprise. Now some investors hold the property. Our target is to build modernized enterprise. Now our state-owned enterprises are divided into three types: government enterprises or department enterprises that their owner and manager is government and their target is not seeking profits (such as military enterprises); public corporation (such as tobacco and railway corporations) that are invested or mainly invested by our country; joint-stock companies that run according as Company Law and can build normal corporate governance structure. So they are my angle of view. Being reformed, state-owned enterprises get some success. But from the target of building market mechanism, their reform has not been ended. Their economic performance should be improved and they are out of competitive. Corporate governance structure is the key factor of the competitive, so I pay close attention to it. Corporate governance structure is a word of foreign origin. Market-oriented developed countries studied earlier. So I make a penetrating analysis of corporate governance structure in America、Japan and German. From the common ground, I find some significant countermeasures. Such as, pay close attention to its creditor and workers because these stakeholders are important to the development of our state-owned enterprises. So we must strengthen the ties between state-owned enterprises and banks. Clear the quorum of the workers in board of directors and supervisors to make them actively anticipate in the governance. Bring the importance of the mechanism investors into play. Encourage the managers in any way mainly urge them to realize the forward target. Meanwhile, I find that there are special problems in our state-owned stock companies to build corporate governance structure by my analysis. That government absolutely holds the stock results in serious insider-controlling and also results corporate governance structure does not run standardize; imperfect market mechanism make property reformation and profit encouragement not get the desired result; traditional ideas can not remove in a short time; government changes his function incomplete. On this basic, I think we should build our corporate governance structure in our state-owned stock companies. This pattern is different from the American market-oriented pattern because we are out of this market condition and also different from the German、Japan bank-guided pattern because our banks are reforming. To form our corporate governance structure, I think we should do the following work: firstly, optimize the structure of the right to stock. It is the origin of the imperfect corporate governance structure that our government absolutely holds the stock. So we must reduce this proportion. According as our study, if the proportion that the first big shareholder holds the stock is beyond 50 percent, it will effect the enterprise achievement. So we should reduce the proportion to 50 percent. Meanwhile, we should strengthen the更多还原