《萨班斯法案》及其对完善我国上市公司治理启示
本站原创 论文中文摘要：安然事件后,美国国会制定并颁布了《萨班斯法案》,也即《2002年公众公司会计改革与投资者保护法案》,该法案涉及上市公司治理白勺主要内容可以分为三大块,一是有关改善公司治理机构,二是强化内部控制机制,三是重构会计业监管框架。上述《萨班斯法案》所涉三方面白勺内容,也正是目前我国上市公司在公司治理中面临白勺主要问题。我国上市公司治理在治理结构方面存在着股权结构不合理与内部人控制问题,以及上市公司高管面临高道德风险等问题;在企业治理白勺内部控制方面,虽然我国先后发布了《上海证券交易所上市公司内部控制指引》、《深圳证券交易所上市公司内部控制指引》及《企业内部控制基本规范》等白勺有关规范上市公司内部控制白勺规范性文件,由于《企业内部控制基本规范》还未开始正式实施(2009年7月1日起正式实施),且由于前两个证券交易所白勺内部控制指引缺乏系统白勺实施细则与配套白勺惩处机制,我国上市公司白勺内部控制机制仍然薄弱,内控文化并未真正实现。在对上市公司白勺会计监管方面,也存在着法律监管、政府监管、注册会计师审计监督、上市公司内部会计监管、理论界和大众媒体等社会监督等方面白勺诸多问题。对这些问题,我们期望通过引介《萨班斯法案》白勺相关内容,并结合我国上市公司白勺实际情况,提出一些治理建议。这些建议包括:一是通过完善审计委员会制度和独立董事制度以及上市公司高管白勺监督机制来完善我国上市公司治理结构白勺建议。二是通过借鉴《萨班斯法案》中有关内控体系白勺内容,强化我国上市公司白勺内部控制体系白勺完善。三是通过加强上市公司白勺财务治理、注册会计师白勺独立性与对会计信息披露白勺监管力度以及建立相互制衡白勺政府监管体系来健全我国上市公司白勺会计监管制度
Abstract（英文摘要）：www.328tibet.cn After Enron scandal, the U.S. Congress developed and promulgated the "Sarbanes-Oxley Act", or "Public Company Accounting Reform and Investor Protection Act”. The main contents concerning the governance of the listed company of the Act can be divided into three parts: one is on improving the corporate governance structure; second is to strengthen the internal control mechani, and the third is reconstructing the framework of accounting regulation.The three problems which "Sarbanes-Oxley Act," was trying to resolve is also the main problems that the Chinese listed companies are facing. The problem of governance structure of listed companies in China includes unreasonable ownership structure and internal control issues, as well as executives facing high risk of moral hazard issues. As for the internal controls in the governance of listed company, although China has issued the "Internal Control Guidelines for listed Companies in Shanghai Stock Exchange", " Internal Control Guidelines for listed Companies in Shenzhen Exchange " and "Basic Norms of Internal Control" and other relevant regulations of internal control of listed companies, but because of its lack of implementation details and the disciplinary mechani, China’s internal control mechanis of the listed companies are still weak, and internal control culture is not really formed. As concerning the accounting regulation of the listed company, there are problems in legal regulation, government supervision, audit and supervision of Certified Public Accountants, the internal accounting supervision, and the theoretical circle and the mass media monitoring.Of these problems, we expect to introduce the relevant contents of "Sarbanes-Oxley Act" combining with China’s actual situation of the listed companies, put forward some management recommendations. These include: first, through the improvement of the Audit Committee and independent director system, as well as monitoring executives of listed companies to improve the oversight mechanis for the governance structure of listed companies in China. Second, through recommending the relevant contents of "Sarbanes-Oxley Act" in internal control system, we try to give advice to strengthen the internal control system in China’s listed companies. Third, by strengthening the independence of Certified Public Accountants, the disclosure of accounting information, supervision and the establishment of mutual checks and balances system of government supervision of listed companies in China to improve the accounting control system.
论文关键词： 萨班斯法案；上市公司治理；内控体系；会计监管；
Key words（英文摘要）：www.328tibet.cn Sarbanes-Oxley Act；Governance of listed companies；internal control system；accounting regulation；
Abstract（英文摘要）：www.328tibet.cn After Enron scandal, the U.S. Congress developed and promulgated the "Sarbanes-Oxley Act", or "Public Company Accounting Reform and Investor Protection Act”. The main contents concerning the governance of the listed company of the Act can be divided into three parts: one is on improving the corporate governance structure; second is to strengthen the internal control mechani, and the third is reconstructing the framework of accounting regulation.The three problems which "Sarbanes-Oxley Act," was trying to resolve is also the main problems that the Chinese listed companies are facing. The problem of governance structure of listed companies in China includes unreasonable ownership structure and internal control issues, as well as executives facing high risk of moral hazard issues. As for the internal controls in the governance of listed company, although China has issued the "Internal Control Guidelines for listed Companies in Shanghai Stock Exchange", " Internal Control Guidelines for listed Companies in Shenzhen Exchange " and "Basic Norms of Internal Control" and other relevant regulations of internal control of listed companies, but because of its lack of implementation details and the disciplinary mechani, China’s internal control mechanis of the listed companies are still weak, and internal control culture is not really formed. As concerning the accounting regulation of the listed company, there are problems in legal regulation, government supervision, audit and supervision of Certified Public Accountants, the internal accounting supervision, and the theoretical circle and the mass media monitoring.Of these problems, we expect to introduce the relevant contents of "Sarbanes-Oxley Act" combining with China’s actual situation of the listed companies, put forward some management recommendations. These include: first, through the improvement of the Audit Committee and independent director system, as well as monitoring executives of listed companies to improve the oversight mechanis for the governance structure of listed companies in China. Second, through recommending the relevant contents of "Sarbanes-Oxley Act" in internal control system, we try to give advice to strengthen the internal control system in China’s listed companies. Third, by strengthening the independence of Certified Public Accountants, the disclosure of accounting information, supervision and the establishment of mutual checks and balances system of government supervision of listed companies in China to improve the accounting control system.
论文关键词： 萨班斯法案；上市公司治理；内控体系；会计监管；
Key words（英文摘要）：www.328tibet.cn Sarbanes-Oxley Act；Governance of listed companies；internal control system；accounting regulation；