国有上市公司的集团控制及其治理

国有企业改制后上市的公司在形式上建立起了现代企业制度,但从其控制特点看,却存在与生俱来的制度缺陷。在政府作为国有股的代表和管理者的现行体制下,政府转变职能和退出市场产生的新现象是公司的集团控制。集团控制本质上是一种特殊形式的“内部人控制”,它是国有企业改制的上市公司法人治理结构形同虚设的重要根源。解决集团控制问题,要从调整国有股的持股方式,对公司控制制度进行规范调整和改变上市公司的行政管理方式等方面采取措施。

Group Control of State-owned Listed Corporation and Its Governance

In China, it is the formalization that the governance structure of corporation is established in the state-owned listed corporations after transformed from SOEs. In fact, from the view of control of corporation , there exists some drawbacks in this governance structure. Whereas, with the system of the government acting as the agent of state-owner and administrator of SOEs, group control becomes a trend as a new way of corporate governance after the government transforms its function and withdraws from the market. Group control , in fact, is a particular form of "inner control", which results in fabrication of corporate governance . In order to resolve the problems of group control, some measures should be adopted, i.e., readjusting the holding way to the state-owned shares, standardizing corporate governance system and changing the administration of government to the listed corporations.