Analysis On The Standardized Construction Path Of State-owned Enterprise Board Of Directors

Since the reform of state-owned enterprises' company system led by the SASAC(state-owned assets supervision and administration commission)in 2004,the construction of the board of directors of state-owned enterprises has always been a key and difficult point among them.There is no doubt that the achievements made through various explorations and attempts have been achieved.However,objectively,the board of directors of state-owned enterprises is limited by such factors as the special property right composition of state-owned enterprises and the traditional operating mechanism.This paper focuses on the standardization construction of the board of directors of state-owned enterprises,starting from the perspective of the company law and taking the "particularity" of the board of directors of state-owned enterprises that is independent from the provisions of the company law as a base.It summarizes the specific problems of the construction of the board of directors of state-owned enterprises in practice,analyzes the reasons,and tries to propose the main paths of the standardization construction of the board of directors of state-owned enterprises.In the first part,by sorting out and enumerating the empirical statistics,the general situation of the construction of the board of directors of state-owned enterprises in China is sorted out.Firstly,it traces back the emergence of board governance and combs the main development stages of board governance;secondly,it defines the carrier state-owned enterprises,which are the research objects of the paper,and defines the scope of the paper;finally,it summarizes the main measures and results of the board construction of state-owned enterprises in China.The second part,with the "company law" as a reference,to find the particularity by sorting out the provisions and practices in the internal guidance documents in the construction practice of the board of directors of state-owned enterprises,and provided an incision for the following analysis.There is a conflict between the board of directors' right of appointment and the company law;In fact,the liability of directors is inconsistent with the provisions of the company law;and the limited scope of the articles of association is different from the provisions of the company law.The third part combs the existence of the board of directors from six aspects: strengthening the independence of the board of directors,demarcating the power boundary between the chairman and the general manager,improving the mechanism of selecting and appointing directors,exerting the role of the secretary of the board of directors,building the evaluation system of the board of directors and establishing the mechanism of investigating directors' responsibilities.There are four main reasons as follows: firstly,the property rights of state-owned enterprises are not optimized enough;secondly,the dual roles of SASAC are contradictory to a certain extent;thirdly,the internal constraints of state-owned enterprises exist objectively;and fourthly,the legislative support of the board of directors of state-owned enterprises is limited.The fourth part uses the comparative analysis method,conducts a comprehensive comparative study on the practices and characteristics of the board construction of state-owned enterprises in the United States,Germany and Singapore,obtains its commonness and individuality,analyses the advantages of various modes,and finds out the enlightenment suitable for the standardization construction of the board of directors of state-owned enterprises in China: firstly,the property right structure of state-owned enterprises should be optimized;secondly,the independence of the board of directors should be enhanced by exploring the role of external directors and staff directors;and finally,the construction of the board of directors should be carried out in accordance with the law by strengthening relevant legislation.The fifth part is to explore the problems and reasons of the previous article,and explore the rights and responsibilities of the governance body,strengthen the construction of the board of directors,and optimize the incentive and restraint mechanism from the three dimensions of independence,efficiency and science.Independence,it proposes to deepen the authorization of the SASAC,to clarify the division of authority between the chairman and the general manager,and to rationalize the three measures of the relationship between the board of directors and the state-owned enterprise party organization;The specific management path of the director management system,the strengthening of the special committee of the board of directors,and the improvement of the secretary system of the board of directors;on the scientific nature of the evaluation of the board of directors,the paper proposes to construct a diversified evaluation subject,improve the content of the evaluation,and strengthen the application of the evaluation results.