注册制下公司治理的“内外联动”

The “Internal and External Linkage” of Corporate Governance under the Registration System

摘要: 作为注册制灵魂的信息披露制度已立法化，但实践中仍存在诸多问题亟待解决，且与上市公司内部治理问题密不可分，正所谓“向外”的信息披露与“向内”的公司治理有着密切甚至天然的关联。注册制背景下，投资者比以往更加注重上市公司的信誉，因为与法律相比，信誉既是对外维持交易秩序的低成本机制，又是对内强化治理结构的高效能机制。因此，经由“高质量”信息披露要求下“权–责–利”制度安排，实现公司内部治理与外部监管的有效联动，从而回应资本市场对“信誉”的呼唤，有着重要的现实意义。

Abstract: Although the information disclosure system, as the soul of the registration system, has been legislated, there are still many problems to be solved in practice, which are closely related to the internal governance problems of listed companies. As the so-called “outward” information disclosure is close and even natural related to the “inward” corporate governance. Under the background of the registration system, investors pay more attention to the reputation of listed companies than before, because compared with the law, the reputation is not only a low-cost mechanism to maintain the external trading order, but also an efficient mechanism to strengthen the internal governance structure. Therefore, it is of great practical significance for the “right responsibility profit” through the “right responsibility profit” institutional arrangement under the requirement of “high-quality” information disclosure to realize the effective linkage between corporate internal governance and external supervision, so as to respond to the call of the capital market for “credit”.