国企混改基础及公司治理机制
Basis of Mixed Ownership Reform of State-owned Enterprises and the Corporate Governance Mechanism
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摘要: 党的十八届三中全会之后, 全面深化改革又一次成为中国政治经济社会发展的主旋律。作为深化国企改革的一条重要路径, 混合所有制是在保持国有经济主体地位的前提下, 为解决中国特有的国企改革问题所进行的探索和实践, 其目的是通过引入非国有资本, 激发国有企业发展活力, 着力解决国有资本运行效率不高的问题。从经济上来看, 国企混合所有制改革是国有股东和非国有股东的合资合作, 是以国企混改合同为基础的公司治理模式改革, 是中国底层经济逻辑的重置。在国企混改过程中, 首先要关注作为国企混改基础的国企混改合同所蕴藏着的公权与私权交织的特殊性, 并基于此在国企混改合同中对混合所有制企业承担公共职能, 即对企业控制权限制、营业自由限制、公共责任承担和"三重一大"决策前置程序等作出特殊约定。同时, 在遵循市场逻辑的基础上, 既要坚持合同自由原则, 也要接受现代公司治理制度和国资监管规则的规制, 并在国企混改合同中对股东间利益安排、股权转让作出特殊约定, 以达成公私权交织下的利益平衡, 打造具有中国特色的现代企业治理体系, 形成最优的国企混改之利益安排, 实现国企混改目标, 进而提升企业经营效率和效益, 增强国有经济竞争力、创新力、控制力、影响力和抗风险能力。Abstract: After the Third Plenary Session of the 18th Central Committee of the Communist Party of China (CPC), comprehensively deepening reform has once again become the main theme of China's political, economic and social development. As an important path to deepen the reform of state-owned enterprises (SOEs), mixed ownership is an exploration and practice aiming at solving the unique problems of the reform of SOEs in China on the premise of maintaining the principal position of state-owned economic entities, with the purpose of stimulating the development vitality of SOEs and striving to solve the problem of low efficiency of state-owned capital by introducing non-state-owned capital. From the economic point of view, the mixed ownership reform of SOEs is a joint venture and cooperation between state-owned shareholders and non-state-owned shareholders. It is a reform of corporate governance model based on mixed ownership reform contract of SOEs and a reset of China's underlying economic logic. In the process of the mixed ownership reform of SOEs, attention should be first paid to the particularity of the interweaving of public and private rights in the contract of the mixed ownership reform of SOEs, which is the basis of the reform. Based on this, special provisions should be made on the public functions undertaken by the mixed-ownership enterprises in the mixed-reform contract of SOEs, that is, the restriction of enterprise control right, the restriction of business freedom, the assumption of public responsibility and the decision-making procedure for "major issues and the use of large amounts of money". At the same time, it is required not only to adhere to the principle of contract freedom, but also to accept the regulation of modern corporate governance system and the rules of state-owned assets supervision by following the market logic. It is also essential to make special provisions on the interests of shareholders and the transfer of shares in the mixed reform contract of SOEs so as to achieve the balance of interests under the interweaving of public and private rights, to build a modern enterprise governance system with Chinese characteristics, to form the best interest arrangement for the mixed ownership reform of SOEs, and to achieve the goal of mixed ownership reform of SOEs, thus improving the efficiency and effectiveness of enterprise management, and enhancing the competitiveness, innovation, control, influence and anti-risk capability of the state-owned economy.