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The board of supervisors

2018-09-28 来源: 51due教员组 类别: Essay范文

下面为大家整理一篇优秀的essay代写范文- The board of supervisors,供大家参考学习,这篇论文讨论了监事会。监事会作为企业内部实施监督作用的机构,对于企业的全面协调可持续发展起着重要的作用。监事会作为企业的监督机构,是股份有限公司的必设机构。监事会监督权的合理安排及有效行使,是防止董事独断专行、保护股东投资权益和公司债权人权益的重要措施。

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The board of supervisors, as the main supervising organization, plays an important role in the comprehensive, balanced and sustainable development of enterprises. This essay defines the meaning of comprehensive, balanced and sustainable development of enterprises, and analyzes the role and existing problems of the board of supervisors in the comprehensive, balanced and sustainable development of enterprises. It is proposed to enhance the independence of the board of supervisors. Enhance the professionalism of the board of supervisors; Adjust the setup of the board of supervisors; Strengthen the encouragement and punishment of supervisors.

Enterprise is an organization that has the life activity of organic, it has the ability of the external performance of multi-level and corresponding, explicit the competitiveness of the enterprise is the enterprise in the actual competitive environment through the study of the organic integration of strategic resources in the form of survival and development ability, only all levels of ability to harmonious development of enterprises to survive, and live better. As a realistic enterprise, first of all, it should ensure its survival, that is, its ability of sustainable development. The basic requirement of the scientific outlook on development put forward by the 17th national congress of the CPC is to pursue comprehensive, coordinated and sustainable development. For an enterprise, adhering to comprehensive, coordinated and sustainable development is also a basic requirement for its development. Rui mingjie believes that in the foreseeable future, enterprises can control resources on a larger scale, seek a larger market share, and conquer themselves, so as to achieve good development. According to huang and lu sheng, the sustainable development of the company can be studied in the narrow and broad sense. In the broad sense, it refers to how listed companies, as micro subjects of macro economy, maintain harmony and unity with the sustainable development of natural, humanistic and social resources. Hai-lin xiao, fang-hua wang believes that sustainable development refers to the enterprise as a non-profit organization and organization to create wealth, which is engaged in the business to create wealth in a longer period of time, constantly achieve self-transcendence, changed from small to big, from weak strength, namely the ability of resource allocation or competitiveness, consistently achieve is not lower than the market average profit margin of profit, to meet the reasonable interests of the enterprise stakeholders requirements. The author thinks that the enterprise must insist on the comprehensive coordinated sustainable development is to make the enterprise has the three natures -- durability, growth and innovation. Persistence means that the enterprise will continue to operate in the foreseeable future or in a longer period of time; Growth means that the enterprise keeps expanding, dominates more resources and occupies more market shares on the original basis. Innovation means that an enterprise can discover its own shortcomings, constantly improve, update its governance structure, change its rules and regulations, etc., so that it can achieve self-transcendence.

The author thinks that the key factors influencing the comprehensive, coordinated and sustainable development of the company mainly include financial flexibility, operation effect and management efficiency. Financial flexibility refers to an enterprise's ability to change the amount and time of cash flow in the short term to adapt to unforeseen needs or opportunities; The operating effect refers to the results of the activities carried out by the enterprise in order to achieve the goals set by the enterprise. Energy efficiency governance refers to the institutional arrangement of rights, duties and interests of various stakeholders within the enterprise, including how to motivate and restrain the controlling shareholders to do their best for the enterprise and how to motivate and restrain the management to do their best for the enterprise, which belongs to the soft assets of the enterprise. Financial flexibility, operation effect and governance efficiency three key factors associated with each other and influence each other, to the enterprise comprehensive, balanced and sustainable operating conditions, the former is the direct cause of enterprise comprehensive, balanced and sustainable management, which is the foundation of enterprise comprehensive, balanced and sustainable management power, the operating effect is the inner base of enterprise comprehensive, balanced and sustainable management, governance is a comprehensive, balanced and sustainable management of energy efficiency of endogenous power, their interaction, together constitute the three factor of enterprise comprehensive, balanced and sustainable business model. The board of supervisors, as the supervising organ of an enterprise, is a necessary institution of a joint stock limited company. The reasonable arrangement and effective exercise of the supervisory power of the board of supervisors is an important measure to prevent the directors from acting arbitrarily and protect the shareholders' investment rights and the company's creditors' rights. The main functions of the board of supervisors in China include: checking the internal financial system and procedures of the company; Supervise the performance of the company's directors and senior managers, and correct their violation of the company's interests; When the board of directors fails to perform its duties, it proposes to convene an interim general meeting. From this, it can be seen that these functions of the board of supervisors are mainly implemented through the overall supervision of enterprises, including the operating situation of enterprises, financial accounting information, and the violation of laws and regulations of the implementers, which in turn reflects the financial flexibility, operation effect and management efficiency of enterprises. Therefore, the board of supervisors needs to supervise the enterprise's financial flexibility, operation effect and governance efficiency, so as to evaluate whether the enterprise can achieve comprehensive, coordinated and sustainable development. And you can see the relationship.

Independence is the fundamental guarantee to realize the supervisory functions and powers of the board of supervisors. At present, there is no definition or standard of independence in the company law, which takes independence as the precondition for the supervisor's qualification. Judging from the composition of the board of supervisors, it is difficult for the board of supervisors to maintain its independence. According to article 118 of the company law, the board of supervisors shall include shareholders' representatives and employees' representatives in an appropriate proportion, of which the proportion of employees' representatives shall not be less than one third. Because these employee representatives are in unequal status with directors and managers, and lack of safeguard mechanism, they are easy to be controlled by directors and managers, so their independence is weakened. According to a survey conducted by li weian and zhang ya-shuang,73.40% of supervisors are representatives from inside enterprises. As supervisors of the company's internal employees, they are in a relationship with the subject being supervised, which is economically subordinate to the company manager and difficult to independently exercise the supervision power. In addition, according to article 38 of the company law, non-employee supervisors of the board of supervisors shall be elected by the general meeting of shareholders, and the general meeting of shareholders shall have the right to determine the remuneration of directors and supervisors. But, because our country equity concentration, "a dominant" phenomenon is very significant, the election of supervisors tend to be big shareholder control, even if the "company law" the regulation is the same director manager and financial officers shall not concurrently hold the position of supervisor in the company, but there is controlling shareholders associated enterprises the exchange of directors, supervisors and the situation of the company internal personnel each other part-time jobs. Therefore, the board of supervisors cannot maintain sufficient independence. According to li yanbing's survey of 52 new listed and public offering companies from January to June 1998, 74.47% of supervisors came from major shareholders, 8.78% from other corporate shareholders, 7.11% from affiliated companies and 9.62% from independent people.

In the low level of the culture of the joint-stock enterprise supervisors most of his professional experience for the party, disciplinary, defend or general workers, lack of company management experience and experience, a considerable part of the current supervisor is transferred from the "three meeting" directly or part-time, level compared with the authority of the board members, members of the board of supervisors clearly. According to the statistics of tian zhilong and others,50,3% of the chairman of the board of supervisors of listed companies is a junior college degree, more than half of the chairman of the board of supervisors is also a junior college degree, and less than half of the effective sample of company supervisors are a junior college degree. Li wei 'an and zhang ya-shuang also showed that the educational level of supervisors was 72.0% below junior college level, which was significantly lower than that of other managers. This situation decides that supervisors are not qualified for financial supervision. The organization department of Shanghai municipal committee of the communist party of China (CPC) conducted statistics on 102 supervisors of 24 state-holding listed companies in Shanghai in 2000. From the perspective of professional title, members of the board of supervisors have the professional title of accountant accounting for 8.1 percent, while chairman of the board of supervisors has the professional title of accountant accounting for 3.0 percent. Nankai university in 2002, according to a study of political work cadres and trade union representatives two combined account for 60.82% of the members of the supervisors, some companies set the board of supervisors to disperse surplus staff and retired personnel of channels, such as many companies after the transformation, the original enterprise the factory director, secretary, and bear the important position of deputy director as chairman and general manager, director, and in the past, in charge of general affairs deputy secretary of the cadres are arranged in the board of supervisors.

In order to solve this problem, the incentive mechanism of the company must be improved. For example, the company law should stipulate that the remuneration of the supervisor should not be lower than that of the director. The compensation incentive mechanism of British and American independent directors can be used for reference, so as to give supervisors a generous salary and link their long-term interests with the operation of the company. If stock options or combination of cash and options are adopted, they can have the residual claim of the company, so as to stimulate their subjective initiative of supervision. While improving the incentives for the supervisors, the punishment for the supervisors' violation should also be strengthened. In the company law, it should clearly stipulate how the company punishes the supervisor for violation and how to bring a lawsuit. The company may file a lawsuit against the supervisor in two ways. First, the company may, through the general meeting of shareholders, form a resolution and entrust the chairman or director or other person as the representative of the company to file a lawsuit against the supervisor. Second, when the major shareholders control the various organs of the company, the minority shareholders can be granted the right to file a representative lawsuit. At the same time, the board of supervisors shall strengthen its liability to the third party and assume joint and several liability related to directors.

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