Perfect Our Country State-owned Company Legal Thinking - Supervision Mechanism Perspective Of Corporate Governance

In China, a wholly state-owned company mainly can be divided into two kinds, One kind is mean for national and social public interests of the company, the other kind is in competitive industries and fields. Concerning our country’s present political and economic system,it will take a long time to solve the enlargement problem of wholly state-owned companies. For the former kind wholly state-owned companies on,it’s more important to focuse on the social responsibility problem and the using of monopoly resources. For the latter, because at the beginning of its establishment is to profit for the purpose, therefore, the author thinks that should benefit from the point of view of the value, explore their regulatory model, the key is to prevent the loss of state-owned assets.Define good research object after category, this paper first investigated this kind of a wholly state-owned company, they have three characteristics including its wholly state-owned sex, sex and limited the responsibility to make things happen. Secondly, this paper analyzes the different understanding of the connotation of management between the management and the company law:the law about corporate governance more is to point to the structure of company treatment, including the shareholders’ committee, the board of directors and the board of supervisors; And the company management management more is to point to decision-making, management and supervision mechanism with the priority. Therefore, this paper suggests that exist with the corporate governance structure and mechanism of the two aspects respectively, only structure and mechanism of effective coupling party for effective corporate governance. And the wholly state-owned companies appeared this coupling is insufficient, especially the failure of the supervision mechanism leads to the contradiction between the insider control and the incomplete independence Rebuild effective supervision mechanism, and make the structure of company treatment can fit the sum is the key ideas to solve this problem.Therefore, this paper analyzed the company law on one hand this kind of a wholly state-owned company governance structure of the status quo. From the current situation, the deficiency:the shareholder rights under the sharing mechanism insider control and management of the dilemma between independent still can’t presentation; The board of supervisors about all aspects of the law are insufficient; The board of directors of the construction of the pilot reform and need to be improved and place.On the other hand, this paper also examines the wholly state-owned company these supervision mechanism of the status quo. From the existing supervision mechanism perspective, this kind of company’s supervision and main body has three main:the sasac, board of supervisors and assignment directors, The three powers cooperate with each other, and with each other cross. But, in the practice of the combination, and to compare the American independent directors supervision mechanism and Germany double committee supervision mechanism, this paper argues that at present in the supervision of this kind of a wholly state-owned company, the existing mechanism mainly exist in the following inadequate:multiple supervision mode brought their duty, independent deterrent lack clear of trouble; The key to the lack of supervision through content brought on supervision of inconvenience, restricted the agencies supervision function of driving.Considering our political and economic system characteristics, this paper thinks, the measures to solve these problems, mainly includes three aspects:the first is the breakdown of the power, the second is to perfect the supervision board, the last is sure the rationality of the existence of litigation, establish in the right of supervision, clear the legal basis; And the realization of the right path attempts to make analysis, thought the existing derivative action mode is the model can use for reference.It’s a summary in the last part of this paper, firstly puts forward the concrete operation suggestions about the deficiency of the board of supervisors for amendment, second paies attention to specific problems of macro thinking about the realization of litigation.