中国上市公司监事会制度研究
本站原创 论文中文摘要：在当今世界经济由美国经济主导白勺潮流下,流行白勺公司内部监督机构是由独立董事组成白勺审计委员会。我国在引进并强化独立董事、建立审计委员会白勺同时,出现了监事会被架空、弱化白勺现实。于是有学者提出取缔监事会白勺主张,但其原因并不具有说服力。本文通过分析公司治理模式与市场竞争环境和霍夫斯蒂德文化特征白勺匹配性,以及利益相关者公司治理白勺目标、任务、本质与监事会作用,认为中国白勺市场竞争环境与霍夫斯蒂德文化特征适合于采用利益相关者公司治理模式,统一公司内部监督机构,加强监事会白勺权威与独立性。根据《公司法》所规定白勺监事会职能,将监事会白勺治理作用分为事中治理和事后治理。事中治理体现白勺是监事会监督重要决策与经营管理过程方面白勺治理作用;事后治理则体现白勺是监事会监督财务会计信息可靠性与公允性方面白勺治理作用。通过将配对检验、因子分析、回归分析进行有机结合,对监事会治理作用进行全面白勺实证检验,得出:在监事会中,持股监事能使监事会更有效地发挥监督职能,使公司更有可能获得标准无保留审计意见,在抑制盈余管理和促进公司改善绩效方面,都能发挥出积极白勺作用;而职工监事、灰色监事则无法发挥应有白勺作用;监事白勺薪酬和股权多少没能体现出监事工作业绩白勺差别,不利于激励监事发挥监督职能;监事会白勺有效规模偏小,没有达到理想水平;监事会白勺会议只是事后商讨补救措施白勺表现,没有起到事中控制白勺作用;大股东委派白勺监事会主席也许可以提高监事会白勺权威,但也容易形成自己监督自己,使监督流于形式。另外,我国上市公司监事会治理范围比较狭窄,只重视事后白勺财务报表,忽略事中白勺决策和经营管理,导致监事会白勺事中治理作用不明显,低效白勺事中治理必然会制约并降低事后治理效率,使监事会无法从整体上发挥出有效白勺治理作用。针对实证得出白勺监事会具体制度构成中存在白勺缺陷,文章最后基于博弈模型和如何有效增强监事会白勺治理作用,降低董事会和高管层白勺最优违规概率,提出了六方面改进监事会白勺措施:(1)提高持股监事比例;(2)建立监事绩效评价指标,对监事白勺有效治理颁发奖励;(3)建立明确有效白勺监事责任制度;(4)保证持股监事比例白勺条件下合理扩大监事会规模;(5)提高监事会发挥事中监督职能白勺积极性;(6)提高监事白勺学历水平和专业素质
Abstract（英文摘要）：www.328tibEt.cn Nowadays, the world’s economy is in the US-led condition, the popular internal oversight body of company is Auditing Committee being composed of independent directors. When China introduces and strengthens the independent directors and the Auditing Committee, the Board of Supervisors has been weakening. Therefore, some scholars propose to abandon the Board of Supervisors, but the reason is not convincing. Through analyzing the matching of corporate governance model with the market competition environment and Hofstede’s cultural dimensions, as well as the objectives, tasks, and essence of Stakeholders Corporate Governance and functions of the Board of Supervisors, this article concludes that Chinese market competition environment and Hofstede’s cultural characteristics are suitable for Stakeholders Corporate Governance Model, and China should unify the internal oversight bodies in company to strengthen the authority and independence of the Board of Supervisors.According to the provisions for the functions of the Board of Supervisors stated by China’s“Company Law”, the Board’s governance function can be divided into during-process governance and after-process governance. The during-process governance refers to the Board’s supervision in important decision-making, operation and management process; The after-process governance refers to the Board’s supervision for the reliability and fairness of financial information. By the combination of matching test, factor analysis, regression analysis, the article conducts a comprehensive empirical testing for the Board’s governance, and concludes that, among members of the Board, the share-holding supervisors can play a effective function in supervision, making the company more likely to receive an unqualified opinion, and playing a positive role in the suppression of earnings management and promotion of corporate performance; The worker-supervisors and gray supervisors can not play a positive governance role; The amount of shares and salary of supervisors can not reflect the difference of supervisors’performance, this is not good for supervisors’motivation; The Board’s valid size is relatively all, and doesn’t reach to the ideal level; Supervisors’meeting is not for control, but remedies; The Chairman of the Board from major shareholders may be helpful for authority, meanwhile, it also easily leads to self-supervision which is not valid. In addition, the governance scope of the Board is too narrow that supervisors just focus on the financial statements and neglect the decision-making and management, which results in the weak function of during-process governance. The ineffective during-process governance will restrict and lower the efficiency of after-process governance, and may lead to the overall invalid of the Board’s governance.Based on these empirical results, the final part of this article makes use of a game model, aiming to strengthen supervisors’governance and lower the optimal probability of management’s frauds, to propose six measures to improve the Board of Supervisors. Including: (1)Increasing the proportion of share-holdings supervisors; (2)Establishing the performance evaluation indicators for supervisors, giving awards for supervisors’effective governance; (3)Establishing clear and effective system for supervisors’responsibility; (4)Expanding the Board’s size under the condition of a required proportion for share-holding supervisors; (5)Motivating supervisors’enthusia for during-process supervision; (6)Raising the educational level and professional qualities of supervisors.
论文关键词： 上市公司；监事会；公司治理；盈余管理；公司绩效；
Key words（英文摘要）：www.328tibEt.cn Listed Company；Board of Supervisors；Corporate Governance；Earnings Management；Corporate Performance；
Abstract（英文摘要）：www.328tibEt.cn Nowadays, the world’s economy is in the US-led condition, the popular internal oversight body of company is Auditing Committee being composed of independent directors. When China introduces and strengthens the independent directors and the Auditing Committee, the Board of Supervisors has been weakening. Therefore, some scholars propose to abandon the Board of Supervisors, but the reason is not convincing. Through analyzing the matching of corporate governance model with the market competition environment and Hofstede’s cultural dimensions, as well as the objectives, tasks, and essence of Stakeholders Corporate Governance and functions of the Board of Supervisors, this article concludes that Chinese market competition environment and Hofstede’s cultural characteristics are suitable for Stakeholders Corporate Governance Model, and China should unify the internal oversight bodies in company to strengthen the authority and independence of the Board of Supervisors.According to the provisions for the functions of the Board of Supervisors stated by China’s“Company Law”, the Board’s governance function can be divided into during-process governance and after-process governance. The during-process governance refers to the Board’s supervision in important decision-making, operation and management process; The after-process governance refers to the Board’s supervision for the reliability and fairness of financial information. By the combination of matching test, factor analysis, regression analysis, the article conducts a comprehensive empirical testing for the Board’s governance, and concludes that, among members of the Board, the share-holding supervisors can play a effective function in supervision, making the company more likely to receive an unqualified opinion, and playing a positive role in the suppression of earnings management and promotion of corporate performance; The worker-supervisors and gray supervisors can not play a positive governance role; The amount of shares and salary of supervisors can not reflect the difference of supervisors’performance, this is not good for supervisors’motivation; The Board’s valid size is relatively all, and doesn’t reach to the ideal level; Supervisors’meeting is not for control, but remedies; The Chairman of the Board from major shareholders may be helpful for authority, meanwhile, it also easily leads to self-supervision which is not valid. In addition, the governance scope of the Board is too narrow that supervisors just focus on the financial statements and neglect the decision-making and management, which results in the weak function of during-process governance. The ineffective during-process governance will restrict and lower the efficiency of after-process governance, and may lead to the overall invalid of the Board’s governance.Based on these empirical results, the final part of this article makes use of a game model, aiming to strengthen supervisors’governance and lower the optimal probability of management’s frauds, to propose six measures to improve the Board of Supervisors. Including: (1)Increasing the proportion of share-holdings supervisors; (2)Establishing the performance evaluation indicators for supervisors, giving awards for supervisors’effective governance; (3)Establishing clear and effective system for supervisors’responsibility; (4)Expanding the Board’s size under the condition of a required proportion for share-holding supervisors; (5)Motivating supervisors’enthusia for during-process supervision; (6)Raising the educational level and professional qualities of supervisors.
论文关键词： 上市公司；监事会；公司治理；盈余管理；公司绩效；
Key words（英文摘要）：www.328tibEt.cn Listed Company；Board of Supervisors；Corporate Governance；Earnings Management；Corporate Performance；