国外政府董事制度考察及其启示

政府董事即政府委派或推选至公司董事会中履行公务职责的董事,其功能在于实现政府的政策目标或其他经济目标.国外基于政府董事的公职身份或其承担的公务职责,对其考评、激励、监督及法律责任等均体现了强烈的公法性.我国的国有股权董事类似于国外的政府董事,但现行法律仅承认其董事的私法身份而否认其公法定位.这使得其在公司独立法人地位的保护下,与公司内部人形成了利益同盟,削弱了其作为政府董事的基本功能.我国可借鉴国外有益经验,将国有股权董事定位为承担公务职责的政府董事,以适应我国国企混合所有制改革的需要.

Investigation and Implications of Foreign Government Director System

Government directors are directors appointed or elected by the government to perform public duties on the company''s board of directors. They are appointed by the government and their function is to achieve the government''s policy goals or other economic goals. Based on the public status, the evaluation, incentives, supervision, and legal responsibilities of government directors in foreign countries show a strong nature of public law. Chinese directors in state owned enterprise are similar to foreign government directors, but the current laws only recognizes the private law status and denies their public law status. Under the protection of the company''s independent legal person status, this way encourages them to ally with other insiders and weakens their basic function. China can learn from the beneficial experience of foreign government director systems, defining government directors as a man who undertake public duties, which helps this institution to meet the needs of mixed ownership reform.