How to complain about CCTV’s 315 party

　　1. cctv315 official Weibo： https://weibo.com/cctv12315

　　First of all, we open Weibo and search for the user CCTV315. We can privately send the content we want to complain about or comment under Weibo, which can achieve the effect of complaining.

　　2. Official WeChat entrance of CCTV315 party:

　　Open WeChat, search for the CCTV315 party in WeChat official account, and look at the lower right corner after paying attention. There is a complaint report. After clicking on it, we will see a pushed article. According to the operating order of the article, the purpose of complaint can be achieved.

　　3. Open today’s headlines and search for the 315 party. We can make a complaint by sending a private message to it, so as to achieve the purpose of complaint.

　　4. 12315 official website: http://www.12315.cn/

　　Open the 12315 website sponsored by the State Administration of Market Supervision, and we can make complaints and safeguard our legitimate rights and interests.

　　"How to complain about the CCTV 315 party (complaint phone number+complaint method)　　

　　""Where is the entrance to the 2020 315 party clue collection?

　　""The 2020 315 party will be delayed and the specific broadcast time will be announced in advance.　

　　""When will the 315 party in 2020 be delayed?　

　　""The announcement of the delayed broadcast of the 315 party in 2020

　　On February 22nd, according to the spirit of the document approved by the Central Propaganda Department, the 8th China Excellent Publications Award organized by China Publishing Association was announced. The China Outstanding Publications Award consists of three sub-awards: Book Award, Audio-visual Electronic Publications Award and Publishing Scientific Papers Award. There are 100 award-winning books and 100 nomination prizes; 30 kinds of award-winning audio-visual electronic publications and 80 kinds of nomination prizes; There are 30 outstanding scientific research papers published nationwide.

　　The publishing unit affiliated to Guangdong Publishing Group won 6 official awards and 6 nomination awards, ranking second among local publishing groups in China.

　　The six official awards won by the Guangdong edition of books include five book awards and one publication of scientific research papers. Book awards include "Building a Modern Economic System Series" (7 volumes) "A General History of Macao — — From ancient times to 2019 (hereinafter referred to as the general history of Macao), 70 years of education in the Republic, a dictionary of Chinese character structure cognition, and ten million and spring residence. The scientific research paper published is "Research on Publishing Innovation and Service under the Background of Anti-epidemic" — — Take the first national epidemic prevention book "Prevention of Infection in novel coronavirus" as an example.

　　The six nomination awards include four book nomination awards and two audio-visual publication nomination awards. Book nomination awards include: A Tale of Three Cities: Guangdong, Hong Kong and Macao Bay Area and Silk Export in Ming and Qing Dynasties; Hello, Anna; Science Fiction Planet: Mission to Mars (Trilogy); Nineteen New Pathogenesis: A New Perspective of TCM Diagnosis and Treatment of Diseases. Nomination awards for audio-visual publications include: Forty Years of the Storm and Hong Kong-Zhuhai-Macao Bridge.

　　The reason why these Cantonese books can stand out from the encirclement and win the laurels is inseparable from the intensive cultivation and painstaking management of Guangdong Publishing Group and Southern Publishing Media Co., Ltd. (hereinafter referred to as "Southern Media") in the field of books for many years, which has created a high-level publishing team and launched a large number of masterpieces, and the core competitiveness of the main publishing industry has been continuously improved.

　　In recent years, Guangdong Publishing Group and Southern Media have made great efforts to implement the intensive management of education publishing and the development strategy of specialization, characteristics and branding of mass publishing, anchored the key points of reform, laid a good combination of innovation and boxing, made new breakthroughs in the expansion of publishing industry chain, and wrote a magnificent new chapter in the high-quality development of publishing industry.

　　△ The original text was published in A2 edition of Yangcheng Evening News on March 16th, 2023.

　　Develop high-quality author resources

　　For publishing institutions, how to find excellent topics and author resources can be said to be a key link in publishing masterpieces. When talking about this experience, Jiang Xianrun, the responsible editor of Building a Modern Economic System Series, said that the series won the Eighth China Excellent Publications Award (Book Award) and could not be separated from the professional and authoritative editorial team.

　　"This set of books consulted with relevant experts on the feasibility of the project at the early stage of planning and conducted a comprehensive demonstration." Jiang Xianrun told reporters that after affirming the feasibility of the project, the leaders and several editors of Guangdong Economic Publishing House made a special trip to Beijing, and invited Professor Zhang Zhuoyuan and Professor Gao Peiyong as the chief editors to organize the compilation of a series of books on modern economic system. "Finally, after careful selection, we invited Wang Yiming, Chi Fulin, Zhang Xiaoshan and other experts who have a deep research foundation on this issue to write."

　　High-quality authors are often a powerful guarantee for the quality of books. According to Jin Shumin, editor in charge of the General History of Macao, the author Professor Huang Qichen has been engaged in the research of social and economic history, Macao history and sociology history in Ming and Qing Dynasties for a long time, and his scholarship is rigorous. The book records the history of Macao from ancient times to 2019 in the form of a general history, and focuses on Macao’s sovereignty in many places. It demonstrates with historical materials that "Macao has been an inseparable part of China’s territory since ancient times", which makes readers have a comprehensive and clear understanding of the tortuous development process of Macao’s history.

　　The compilation of the dictionary of Chinese character structure cognition relies on the key base of the Ministry of Education — — The "China Character Database" and "Character Network Resource Database" built by China Character Research and Application Center of East China Normal University are designed by Professor Zang Kehe, and the contents are revised.

　　Editor-in-Chief Cang Kehe is the director and tenured professor of China Chinese Character Research and Application Center of East China Normal University, the deputy director of the Chinese Character Technical Committee of the National Language and Character Standardization Committee, and the chairman of the World Chinese Character Society. In the view of Li Zhanpeng, the editor in charge of the book, the selection of the book is inseparable from the editor’s profound professionalism.

　　Core authors are the most important resources of publishing houses. These authors are symbiotic with publishing subjects and publishing brands, and they are also the core competitiveness actively created by publishing houses. In recent years, Guangdong Publishing Group and Southern Media actively build and expand the author resource pool, guide and encourage their publishers to actively develop high-quality author resources, and build a stable team of high-quality expert authors.

　　Forging excellent publishing team

　　Finding excellent book topics and author resources is a great test for publishers’ vision and foresight. Behind every dazzling work stands a dedicated editor. Editors are the organizers, planners and cultivators of fine publications. The publication of fine publications requires editors to have excellent overall planning, communication and cooperation skills. The selected books are all examples of cooperation between editors and authors without exception.

　　"In order to ensure the high-quality publication of this series, our society has established the project management leading group of" Building a Modern Economic System Series ". Everyone worked together to complete the publication of this series efficiently, orderly and successfully. " In the view of Jiang Xianrun, the editor in charge, the publication and award-winning of this set of books is the crystallization of collective wisdom and strength, which embodies the sweat and hard work of authors, editors and publishing service providers.

　　Jin Shumin said that the General History of Macao and 70 Years of Education in the Republic have won many honors, which is the praise of the state for excellent theme publications. This is rooted in the author’s painstaking efforts and solid research, and it is also inseparable from the forward-looking vision of the planning editor and the unremitting efforts of the responsible editor. "The publication of the two books reflects the publisher’s responsibility, and winning the award is the best feedback to the publisher’s hard work."

　　The editorial team of A Cognitive Dictionary of Chinese Character Structure has solid editing and proofreading skills and rich publishing experience. According to Li Zhanpeng, the responsible editor, two of the four responsible editors have won the prize of "Taofen Cup" National Press Youth Editing Competition. "The editing and proofreading team has done a lot of work in the aspects of content tailoring, unified style, language polishing, error correction and filling, etc., and it has been carefully and repeatedly washed, so that this book can present its present face."

　　Zhou Siyi, the editor in charge of "Never Live in Spring", is a young post-90s editor. In recent years, she is not only responsible for publishing the works of famous writers Zhang Xin and Li Juan, but also involved in the editing and publishing of key projects of Huacheng Publishing House, such as the original literature series "Rui Novel" series (four series) and works of Cantonese writers Cai Dong, Wang Weilian, Li Denan, Chen Goodbye and Zhang Wenxin.

　　"Excellent young talents are the hope of the development of the publishing industry of the Group. They bravely strive for the first place, take responsibility, and practice their mission with practical actions; They are full of vitality and dare to be the first, and they are the new force for the reform and development of enterprises. " According to Xiao Surong, Deputy Editor-in-Chief of Southern Media, since 2020, the Group has carried out the selection of talents in the new era every year, and has selected 13 leading talents in the new era, 90 high-level professionals in the new era and 323 outstanding young talents in the new era.

　　This powerful publishing team has laid a solid talent foundation for the high-quality development of the publishing group, injected a steady stream of innovative power into the reform and development of the main business of the group, and injected strong vitality into building the group into a cultural leading enterprise rooted in Lingnan, serving the Bay Area and looking at the world.

　　Anchoring key nodes of reform

　　"The harvest and affirmation we got in the Eighth China Excellent Publications Award this time can’t be separated from the full implementation of the Group’s strategy of intensive management of education publishing and specialized and branded development of mass publishing." Xiao Surong said that in the past three years, the Group has resolutely broken the inertia of thinking and path dependence, and urged publishers to anchor the main track according to their own resource advantages, focusing on the main plate and the main product line, and truly achieving good books, fine products and benefits.

　　The selection of two books by Guangdong Education Publishing House is also one of the achievements of the drastic reform of the publishing group. Guangdong Publishing Group adheres to the idea of intensive development, integrates scattered teaching materials and supplementary resources into Guangdong Education Press for unified management, and accelerates the extension, supplement and strengthening of the education industry. After the integration, the scale of the teaching materials matrix of Guangdong edition is more advantageous and the structure is more reasonable. The annual circulation of teaching materials and teaching AIDS of Guangdong Education Publishing House exceeded 200 million copies, and the revenue in 2021 was 1.114 billion yuan, ranking from the 10th to the 2nd in the national local education publishing houses. Won 7 awards in the first national textbook construction award.

　　Specialty is one of the key commonalities of the award-winning books, and the selected books have expanded new possibilities and imaginations in their respective fields: The Series of Building a Modern Economic System (7 volumes) has conducted in-depth and systematic research on a series of major theoretical and practical issues involved in building a modern economic system; The General History of Macao, with its rich historical materials, is the source of Macao’s sovereignty. "70 Years of Education in the Republic" shows all kinds of reforms and explorations on the road of building the Republic into a modern educational power; For the first time, the dictionary of Chinese character structure cognition analyzes the development and changes of ancient and middle Chinese characters in series. "Ten Thousand Years and Living in Spring" constantly tries to describe the "literary city" in the changing China era … …

　　With the deepening of reform, Guangdong Publishing Group has accelerated the development of deep integration of publishing, further released its cultural vitality and further enhanced its core competitiveness. Since the implementation of the reform in 2021, in addition to the 12 projects that won the Eighth China Excellent Publications Award, Guangdong Publishing Group has selected 10 kinds of topics for the key publications of Publicity Department of the Communist Party of China theme publishing in 2021 and 2022, one kind of book won the "Five One Projects" Award of the 16th Central Propaganda Department for spiritual civilization construction, six projects won the 5th China Publishing Government Award, and two kinds of books were listed in the annual list of "China Good Books", both in quantity.

　　[Introduction of Award-winning Books]

　　Series of Building a Modern Economic System (7 volumes)

　　Standing at a new and higher starting point in history, this series of books systematically and deeply studies a series of major theoretical and practical issues involved in building a modern economic system from the aspects of deepening supply-side structural reform, accelerating the construction of an innovative country, promoting rural revitalization, promoting regional coordinated development, accelerating the improvement of the socialist market economic system, and promoting the formation of a new pattern of all-round opening up, so as to provide theoretical and methodological support for building a modern economic system.

　　General history of Macao — — From ancient times to 2019 "

　　This book, which brings together the painstaking efforts of the author for decades and the latest achievements of academic research, is an important work in the study of Macao’s history, and it is also a monograph of Macao’s history with considerable weight, especially highlighting the contents of Macao after its return to the motherland 20 years ago. It shows the history and development of Macao in more detail in terms of content coverage and historical materials, so that people can have a comprehensive and clear understanding of the tortuous development process of Macao’s history.

　　70 years of education in the Republic

　　Based on the standpoint of the new era and the serious and rigorous study of historians, this book selects more than 600 precious pictures in the educational history of the Republic, shows the exploration road of Socialism with Chinese characteristics’s educational development model in a panoramic way, and depicts the huge and complete construction road of educational system that provides talent support and human resources guarantee for China’s modernization, which is of great significance for accelerating China’s educational modernization, striving to run a satisfactory education for the people and building Socialism with Chinese characteristics into an educational power.

　　A Cognitive Dictionary of Chinese Character Structure

　　The book takes the List of Chinese Characters of General Norms promulgated in 2013 as the basic scope of receiving Chinese characters, and the prefixes are arranged in 201 parts according to the radicals. It describes and analyzes the historical evolution of the form, meaning and use of Chinese characters of general norms, reveals the structural laws and cultural connotations of Chinese characters, and establishes a systematic and scientific channel for learning and recognizing Chinese characters. It is a large-scale cultural reference book of Chinese characters that reflects the research results of contemporary Chinese characters and gives consideration to practicality.

　　Ten million and living in spring

　　This book is the latest novel by the famous writer Zhang Xin. Face up to the complex humanity of urban elites, finely depict the wisdom and courage of modern women facing the dangers of emotional life in the workplace and looking for a way out. The work is cleverly interspersed with two narrative paths, the plot twists and turns, and the expression is accurate and powerful. Love and hate twists and turns, fate turns, crossing others as crossing oneself, crossing oneself also crossing others, carrying hope in "mourning" and transmitting strength in frustration.

　　[Interview with President’s Editor-in-Chief]

　　Li Peng (President of Guangdong Economic Publishing House):

　　Create a series of high-quality themed publications with excellent double effects.

　　Theme publishing is the most prominent feature of the publishing industry in the new era. For a long time, based on its own advantages, Guangdong Economic Publishing House has put content construction and social benefits first. This series of Building a Modern Economic System won the Eighth China Excellent Publications Award, which is a concrete manifestation of our society’s continuous strengthening of the professionalism and cutting-edge of theme publishing and its conscious commitment to serving the overall situation and leading the publishing mission.

　　Building a modern economic system is not only an urgent requirement to cross the barriers of changing development mode, optimizing economic structure and changing growth momentum, but also a strategic goal of China’s development and an institutional guarantee to promote high-quality economic development.

　　In order to do this set of books well, our society has taken various measures to ensure the correct orientation and high quality of the series — —

　　One is to ensure the authority of the author. Zhang Zhuoyuan, Gao Peiyong, Wang Yiming, Chi Fulin, Zhang Xiaoshan and Huang Qunhui, editors of the series, are all representative economists in their respective fields.

　　The second is to do a good job in process management and set up a project team, which is composed of the chief editors, editing teams, publishing and other departments, and everyone works together to promote the project progress.

　　Third, strive to create quality publications. Boutique is the foundation of establishing a cooperative. Only with boutique can there be characteristics, brands and markets.

　　The publication of this set of books is the crystallization of collective wisdom and strength. We also hope that the publication of this set of books can provide theoretical and methodological support for China’s modernization drive.

　　Zhu Wenqing (Assistant General Manager of Southern Media and President of Guangdong Education Press):

　　Create teaching materials with Hong Kong and Macao characteristics and paint the future of education in the Bay Area.

　　Guangdong Education Publishing House, as an educational publishing enterprise in the forefront of national publishing, adheres to the mission of "serving education and educating people", deeply cultivates education and strives for progress. "Literature carries the classics" and "serving the construction of the Bay Area" are the consistent purposes of our society.

　　Based on the publishing standard of education major and the publishing mission of the Bay Area, Guangdong Education Publishing House has built the strategy of Qi Fei, the product line of education major and the product line of humanities in the Bay Area.

　　The General History of Macao and 70 Years of Education in the Republic won the Book Award of the Eighth China Excellent Publications Award, which is the embodiment of this strategic stage achievement. In addition to the General History of Macau, Guangdong Education Publishing House has created a number of humanities publications in the Bay Area following the national strategic trend of Guangdong-Hong Kong-Macao Greater Bay Area. In the field of education, a number of masterpieces reflecting the educational reform and theoretical development of the Republic have also been published.

　　In the past ten years, Guangdong Education Publishing House has shouldered the heavy responsibility of building teaching materials with Hong Kong and Macao characteristics, and has taken the lead in launching the compilation of strategic Hong Kong and Macao teaching materials and national conditions education readers in the country. Through the academic publishing of humanities and education in the Bay Area, Guangdong Education Publishing House has accumulated and gathered a group of authoritative experts and scholars. In the future, we will also firmly fulfill the social responsibility of publishers, and resolutely implement the strategic policy of coordinated development of humanities publishing and education publishing in the Bay Area. Hong Wen will carry out its motto, frequently produce high-quality products, keep up with the times, and be more responsible.

　　Zhong Yongning (editor in chief of Guangdong People’s Publishing House):

　　Accurate planning of topic selection is the first step to success.

　　The Dictionary of Chinese Character Structure Cognition is a comprehensive work and basic reference book about the origin and cognition of Chinese character structure, which fills many gaps in the basic theoretical research of Chinese character origin and structure, and has high academic value and unique literature value. Its award is due to the uniqueness of the theme, the innovation of the content and style, its heavy cultural accumulation value and broad application prospects.

　　The success of the publication and production of this book benefits from the following factors:

　　The first is the precise planning of the topic, finding the right subject and the right author. The rich digital resources of Chinese characters and the existing academic research foundation of the author’s team attracted our publishing team to plan and took the first step towards the success of book publishing.

　　The second is the deep participation of publishers. The style and structure of the three sections of this book, namely, structural origin, structural analysis and structural use, are not found in previous books of the same kind, which can be said to be the originality and highlight of this book. The publishing planners have played a very important and constructive role in it and are an intuitive embodiment of "editing power".

　　Third, the introduction of "external brain" will integrate high-quality social resources into book publishing. The book’s topic planning, content editing and binding design, as well as publicity and marketing, have all appeared the figure of social related professionals. It is the joint efforts and cooperation of professional forces from top to bottom and inside and outside the publishing house that guarantees the professional standard and excellent appearance of the book.

　　Zhang Yi (President of Huacheng Publishing House):

　　Content is king+all-media marketing is the way to win

　　Spreading advanced culture to meet the people’s growing spiritual and cultural needs is the guiding ideology of the selection of outstanding Chinese publications and the publishing mission of Huacheng Publishing House. Huacheng Publishing House, based in the Bay Area and facing the whole country, gathers writers’ resources in the province and at home to jointly create original masterpieces in the new era. The publishing house has been focusing on the theme of Guangdong, deeply cultivating Lingnan culture, writing about life in the Bay Area, and telling good stories about the Bay Area and China in the form of literature.

　　Living in Spring is such an original masterpiece that strongly reflects the flavor of the times. In urban writing, Zhang Xin grasped an overall mood of restraint, not looking down from above, but looking directly at the weakness of human nature, and deeply analyzing the variation of human nature under the pressure of urban spirit. This subjectivity of going deep into the soul and the initiative of responding to reality constitute the unique and charming tension of this work.

　　In the new media era, good works pay more attention to the high-quality control of the whole process of editing, publishing and marketing, and the content is king+all-media marketing, which is the winning way to create fine publications. The publicity and promotion of "Ten Million Living in Spring" is multifaceted and multidimensional. All-media marketing is also the breakthrough focus of Huacheng Publishing House in recent years, aiming to fully explore the multiple values of books in the new media era and create a complete literary publishing ecology.

Original Wang Haifeng Audit Observation

In 2021, in order to implement the Party Central Committee’s decision-making and deployment requirements on deepening the reform of state-owned enterprises, optimizing the business environment, strengthening the protection of property rights and promoting the healthy development of the capital market, the company law ushered in the sixth revision in the past 30 years. During the initial review of this revised draft, about 70 articles were actually added and revised, involving upholding the Party’s leadership over state-owned enterprises, improving the special provisions of state-funded companies, improving the system of company establishment and withdrawal, optimizing the company’s organizational structure, improving the company’s capital system, strengthening the responsibilities of controlling shareholders and managers, and strengthening corporate social responsibility. Among them, in terms of the company’s organizational structure, the provision that the audit Committee under the board of directors and the board of supervisors have complementary functions is an important part of this revision of the company law. Under the background of the revision of the company law, this paper aims to clarify the boundaries and scope of the complementary functions of the audit committee and the board of supervisors, and clarify the specific paths for the implementation of their rights and responsibilities, and then provide feasible ideas for improving the corporate governance of state-owned enterprises and implementing the major decision-making arrangements of the CPC Central Committee to deepen the reform of state-owned enterprises.

Under the previous single-layer or double-layer board governance model, it is necessary to adjust the current board governance structure, whether based on the need to strengthen the supervision of the board of directors and managers or to release the decision-making efficiency of the board of directors. The problems of "independence" and "weak specialization" of independent directors and the absence of supervision by supervisors (associations) are also important reasons for the improvement of board governance. The establishment of the professional committee of the board of directors, represented by the audit committee, can help improve the governance structure, promote the implementation of the powers and responsibilities of the board of directors and improve its efficiency. To improve and implement the audit committee system, we need a good human resource foundation and substantial rights and responsibilities, so that it can coordinate the power operation of the board of directors internally and realize the function of supervision and restriction externally. State-owned enterprises should gradually improve the division of powers and responsibilities among multiple governance bodies, including audit committees, in order to achieve the same frequency resonance in governance efficiency.

The corporate governance structure of single-layer system and double-layer system and its practical dilemma

From the perspective of company law, corporate governance mainly refers to how to make company directors represent shareholders’ interests, not their own interests, and the core is to handle the interest relationship between directors and shareholders. In order to deal with the relationship between the two and achieve the ultimate goal, there are two governance structures: "single-layer system" and "double-layer system" Among them, the single-layer corporate governance structure is mainly reflected by the introduction of the independent director system, and the double-layer corporate governance structure is mainly reflected by the establishment of the board of supervisors.

(A) the function of the board of directors under the single-tier structure

In the single-layer governance structure, there is a board of directors and no board of supervisors, and the supervision of the company is mainly external (government, intermediary, market mechanism, etc.), which is characterized by "weak shareholders and strong management". This governance structure originates from the traditional free market economy, and the typical representative is American companies. In addition to the shareholders’ meeting, the board of directors is a mandatory institution, and there is no special supervision institution. Independent directors perform supervision functions. The shareholders’ meeting elects members of the board of directors, but due to the scattered shareholders, the ability to control the elected board of directors is not strong. The board of directors and managers may submit business answers that make shareholders "satisfied" in order to realize short-term interests, ignoring the long-term interests of the company.

(B) the function of the board of directors under the two-tier structure

In the two-tier governance structure, the board of directors and the board of supervisors participate in corporate governance at the same time and play their governance functions respectively. German and Japanese companies are the representatives of this model. In the governance structure of German companies, the board of directors is divided into two levels: supervisory board and management board. The supervisory board has the right to supervise the management board, and to appoint and remove members of the management board. Its members are composed of shareholders’ representatives elected by the shareholders’ meeting and workers’ representatives elected by the trade union. The management board of directors, as a subordinate organization to supervise the board of directors, is responsible for the company’s business activities. However, the board of directors and the board of supervisors of Japanese companies are not established vertically, but in parallel. Whether it is a vertical structure or a parallel structure, the management function of the management board is greatly influenced by the supervision board. On the one hand, the vertically set supervisory board excessively interferes with the management board’s business decisions, resulting in low efficiency; On the other hand, the existence of parallel supervisory boards is meaningless if they cannot actively play their supervisory functions.

(C) The historical evolution of the functions and roles of the board of directors

From the historical process of the development of corporate governance model, it is a transition from shareholders’ meeting doctrine to board doctrine as a whole. In the 19th century, the company was small in scale and relatively concentrated in equity, with shareholders’ interests as the leading role. After the 20th century, with the expansion of the company’s scale and the decentralization of equity, the demand for the board of directors and professional managers became more obvious. The shareholders’ meeting as the owner of the company and the board of directors as the decision-maker of the company’s operation are more obvious. However, with the important role of professional managers in the company’s operation and management and the actual influence of controlling shareholders on the company’s operation, the board of directors doctrine has a tendency to be replaced by manager-level doctrine and controlling shareholder doctrine.

(D) China’s company law in the way of governance structure.

China’s company law adopts both "single-layer system" and "double-layer system" in its governance structure. The independent director system is the concrete embodiment of the single-layer system, and the establishment of the board of supervisors is the concrete embodiment of the double-layer system. However, as a result of corporate governance practice, scholars and practitioners have different views on the choice of corporate governance structure in China. If the board of supervisors is cancelled; Improve the system of board of supervisors and independent directors; Improve the professional committees of the board of directors, and the professional committees will play a supervisory role; The company can choose "single-layer system" or "double-layer system" and so on. No matter what choice is made in the revision of the company law, the ultimate goal is to give full play to the institutional value of corporate governance and promote the improvement of governance efficiency. The system design of professional committees based on past practical experience will be more favored in achieving this governance goal.

The Development of Professional Committee System

As the shareholders’ meeting is weakened, how to strengthen the supervision of the board of directors and managers has become a problem that companies with single-tier governance structure need to consider. Strengthening the independence and supervision function of the board of directors is the general idea to solve the above problems. The establishment of professional committees of the board of directors plays a role in supervising the board of directors and managers. Professional committees of the board of directors generally include committees on strategy, nomination, audit, remuneration and assessment, and the committees are generally composed of independent directors. Companies that adopt a two-tier structure to set up a board of supervisors will either interfere too much in management and affect decision-making efficiency; Either the supervisory function is difficult to play, it is a mere formality, and it is difficult to properly play the supervisory role of the board of supervisors. China’s corporate governance structure is also facing problems such as the independence of independent directors and the inadequate supervision function of the board of supervisors. It is urgent to clarify the future direction of corporate governance through top-level design.

(A) the function of independent directors is not in place.

In 1992, american law institute proposed in his Principles of Corporate Governance: Analysis and Suggestions that the board of directors should introduce independent external directors; The independence of external directors shall be determined according to whether they have important relations with operating directors and management, and the important relations shall be enumerated. In 1992, the British Cadbury Committee suggested in its Financial Aspects of Corporate Governance that there should be at least three non-executive directors on the board of directors, and two of them must be independent. These are the embryonic forms of the early British and American independent director system. Returning to China, from the Guidelines for the Articles of Association of Listed Companies issued by the CSRC in 1997 to the Guiding Opinions on Establishing the Independent Director System in Listed Companies in 2001 (repealed), the listed companies should employ appropriate personnel as independent directors before June 30, 2002, and then to the Rules for Independent Directors of Listed Companies in 2022, which stated that at least one third of the board members of listed companies should include independent directors. However, some scholars pointed out that independent directors did not play a big role and could not analyze the company’s operating conditions like economic experts and financial experts. Some scholars also point out that the independent director system is too simple, and it fails to be placed in a professional committee, nor does it coordinate its division of labor with the board of supervisors, which increases the risk of overlapping supervisory functions.

(B) the supervisory function of supervisors is not perfect

The supervisor system, which faces the same embarrassing situation as the independent director system in China, has not played its supervisory role since its implementation. It is normal that the board of supervisors is subject to the board of directors instead of supervising the board of directors, and the provisions of the company law on the authority of the board of supervisors are obviously insufficient. On the one hand, due to the general system design of "capital majority decision", non-employee supervisors represent the interests of major shareholders, and the emergence of directors also has the same problems, which in turn leads to the fact that major shareholders, directors and supervisors belong to the same interest circle, and it is difficult for supervisors (associations) to really play their independent supervision functions. Because of the labor contract relationship between employee supervisors and the company, it is difficult to avoid the influence of directors and other senior executives’ behavior, so it is difficult to hope for the independent supervision function to play. On the other hand, although the current company law gives supervisors (associations) the authority of financial inspection, the authority of supervising directors and senior executives to perform their duties and making proposals, it is difficult to give full play to the effectiveness of supervision in view of the weakening of supervisors’ own professional experience and the actual implementation of supervision methods. For example, whether the supervisor’s criticism of directors and senior executives can be recognized or implemented ultimately depends on the decision-making level; When exercising the power of financial inspection, it needs to have sufficient financial expertise. Even if an external accounting firm can issue audit opinions, if the accounting firm hired by shareholders issues different audit opinions, the effectiveness of the audit opinions obtained by the board of supervisors will be weakened. This contradiction is obviously not conducive to the improvement of corporate governance efficiency. Furthermore, the sources of information for the Board of Supervisors to exercise supervision may be hindered. If directors and senior executives do not actively provide business information,It is entirely up to the supervisors to find out, and this passivity in supervision will hinder the supervision function.

(C) Functional Complement of Professional Committees: Taking the Audit Committee as an example

It is the shortcomings of the independent director system and the board of supervisors system that lead to more attention to the construction and improvement of the professional Committee system. The "Guidelines for the Governance of Listed Companies of Shanghai Stock Exchange" issued in 2000 has required the establishment of professional committees of the board of directors such as the audit committee. In 2018, China Securities Regulatory Commission required that an audit committee must be set up in the revised Corporate Governance Standards for Listed Companies. Obviously, the importance of the audit committee is self-evident. This is also a reference to the corporate governance experience of foreign listed companies. For example, since the late 1980s, German companies have generally set up audit committees. The German Corporate Governance Standards suggest that the audit committee should be responsible for assigning tasks to auditors, determining audit priorities, signing business agreements, and handling compliance affairs including systematic review of compliance organizations. All listed companies in new york Stock Exchange have audit committees. The reason why we attach so much importance to the establishment of professional committees of the board of directors is that professional committees can exert the governance efficiency of the board of directors to a greater extent. On the one hand, the requirements for directors’ professional qualifications in professional committees enable professional committees to truly achieve professionalism. For example, the stipulation that the audit committee must be an accounting professional can, to a certain extent, promote the professional committee to play a supervisory role in the professional direction and help the board of directors to implement it with high quality. On the other hand, for the composition of professional committees, the requirement that most of them are independent directors can integrate the independent director system and the professional Committee system.Make up for the deficiencies in their independent operation scenarios, so that they can really help the implementation of corporate governance rights and responsibilities and improve their efficiency within their respective strengths. In this way, professional committees can better coordinate the power and responsibility operation within the board of directors and between the board of directors and the board of supervisors.

Improvement and implementation of audit committee system under the background of company law revision.

One of the highlights of this revision of the company law is the establishment of the audit Committee and the board of supervisors of the board of directors. Articles 64, 125 and 153 of the draft respectively provide options and adjustment schemes for the setting of the governance structure with regard to the selective setting of the audit committee and the board of supervisors of the board of directors in three forms of companies: limited liability companies, joint-stock companies and wholly state-owned companies.

(1) Options for limited liability companies and joint stock limited companies

The core content of articles 64 and 125 of the draft is to stipulate the self-establishment of "audit committee" and "supervisor (meeting)" of limited liability companies and joint stock limited companies respectively. If this draft amendment is confirmed, supervisors (associations) will not be necessary institutions in limited liability companies and joint stock limited companies in the future, that is, after the audit committee that meets the requirements is set up, supervisors (associations) can be retained or their functions can be integrated and absorbed, and the audit committee or other professional committees under the board of directors will undertake relevant functions. Looking at the practice of corporate governance at home and abroad, it is an overall trend to set up an audit committee of the board of directors regardless of whether the supervisory organization exists or not. The organizational design, power and responsibility operation and rules of procedure of the audit Committee need to be planned in advance.

It is the first step to establish an audit committee that conforms to the law in form. Compared with a limited liability company, the audit committee of a joint stock limited company has additional requirements for its members, which means that it needs to have sufficient human resources. It is obviously unwise to cobble together members for the purpose of setting up an audit committee. Therefore, the premise of establishing and using the audit committee system design is to have a good human resource foundation. At the same time, in the case that the board of directors system and the board of supervisors system are localized and mature, we need to guard against the backlog of contradictions in the implementation of the audit Committee system in the process of building it. On the one hand, this contradiction comes from the "undigested" of the previous system, on the other hand, it comes from the "copy mechanically" of the new system.

It is the core of practicing the system to construct an audit committee whose content conforms to the original intention of the system design. How to supervise the company’s finance and accounting is a difficult problem to realize the value of this system, otherwise, the audit Committee is just another "board of supervisors". Improve the institutional orientation, power and responsibility boundaries and rules of procedure of the audit committee, strengthen the construction of its own independence, so that it can truly play its professional advantages independently, coordinate the power operation of the board of directors internally, and realize the function of supervision and restriction externally.

(B) the establishment of the audit committee of a wholly state-owned company

The core content of article 153 of the draft is to stipulate that a wholly state-owned company "has no board of supervisors or supervisors and an audit committee". Another key point of this draft is that on the basis of the section of "Special Provisions for Wholly State-owned Companies in the Current Company Law", a special chapter on special provisions for state-funded companies has been set up, and there are many provisions on state-owned companies. Compared with the general provisions of the above-mentioned limited liability companies and joint stock limited companies, the audit committee in a wholly state-owned company is compulsory, and the supervisors (associations) are compulsory. Under the background of the reform that the party’s leadership is gradually embedded in corporate governance, the original functions of supervisors (associations) are naturally undertaken by discipline inspection and supervision, audit committees, etc., and there is really no need to continue to exist. In view of the mandatory establishment of the audit committee of a wholly state-owned company, it is more important to clarify its membership and the operation mode of power and responsibility. According to the Guiding Opinions of the General Office of the State Council on Further Improving the Corporate Governance Structure of State-owned Enterprises (hereinafter referred to as the Guiding Opinions), "the Board of Directors shall set up special committees such as the Nomination Committee, the Remuneration and Appraisal Committee and the Audit Committee to provide advice for the decision-making of the Board of Directors, among which the Remuneration and Appraisal Committee and the Audit Committee shall be composed of external directors". In this draft, the stipulation that "more than half of them are external directors" is slightly different from the statement that "they should be composed of external directors" in the Guiding Opinions. From the perspective of governance practice of state-owned enterprises, it is required that all members of the audit Committee are external directors, which has achieved complete independence in form on the surface, but it has also hindered the flow of information.It is difficult to ensure that external directors resonate with the company’s business decisions. In this regard, maintaining the expression of "more than half" is more in line with the actual governance of state-owned enterprises. Of course, a system needs a lot of institutional assistance to truly realize its value. No matter what kind of personnel composition, it is an important content to further improve the audit Committee system to clarify the functions and powers of the audit Committee of a wholly state-owned company, what should be audited and how to achieve the audit supervision goal.

The establishment of the audit committee of the board of directors is helpful to coordinate the internal power operation of the board of directors and promote the efficiency of corporate governance. However, as a professional committee under the board of directors, how to separate the audit committee’s own supervisory attributes from the board’s own attributes is also a problem that needs special attention in future governance practice. At the same time, while advocating the improvement of the audit Committee system, we should also strengthen the improvement of the functions of the board of supervisors. Article 81 of the draft adds the provision that "the board of supervisors may require directors and senior managers to submit reports on the performance of their duties", which also shows the trend of further improving the board of supervisors system. No system is natural and self-consistent, and it needs the coordinated operation of multiple systems to play their due value. State-owned enterprises should further combine the framework path of state-owned enterprise reform, make up the historical debt of corporate governance in time, take advantage of the east wind of reform, gradually improve the embedded integration of existing governance subjects such as party organizations and boards of directors, give full play to the institutional advantages of Socialism with Chinese characteristics, and set up a model of corporate governance of state-owned enterprises. (The author’s Wang Haifeng unit is Jiangsu Coastal Development Group Co., Ltd.)

Original title: Audit Observation | Perfection and Implementation of Audit Committee System under the Background of Revision of Company Law