Research On Fault Tolerance Mechanism Of Senior Managers In State-Owned Enterprises

The fault-tolerant mechanism of senior managers in state-owned enterprises is an important part of the exemption mechanism of senior managers in state-owned enterprises.It is of great significance to construct a scientific and reasonable fault-tolerant mechanism for senior managers in state-owned enterprises to strengthen and improve the governance of state-owned enterprises.The logic of this article is to try to point out that senior managers in state-owned enterprises need to bear the responsibility of the company through the analysis of the current situation of the responsibility of senior managers in state-owned enterprises Can the liability of be exempted? If possible,how to exempt and what difficulties and problems exist in the current exemption mechanism of the state-owned enterprise executives' responsibility.At present,there is no special fault-tolerant mechanism in our country.Only in Article 147 and Article 112(3)of the company law,there are general provisions on the duties of loyalty and diligence of directors and senior executives,as well as the liability exemption of dissenting directors.In practice,local governments have been practicing the fault-tolerant mechanism for party and government cadres for a long time,and have issued a series of fault-tolerant measures according to the actual situation of each region,but these measures are only limited to the faulttolerant problem in the field of administrative management,have not been extended to the field of enterprise governance,and have not been paid enough attention by the academic community.In 2016,Premier Keqiang Li proposed in the report on the work of the government to "Establish and improve the fault tolerance and error correction mechanism." Since then,general secretary Jinping Xi and Premier Keqiang Li have repeatedly reiterated the importance of establishing a fault tolerance mechanism in a number of important speeches.At present,there are still many practical dilemmas that urgently need to be solved in the construction of the fault-tolerant mechanism of China's state-owned enterprise executives.First,we need to balance the relationship between incentives and constraints in the construction of fault tolerance mechanisms.As a means of encouraging positive actions of executives,fault tolerance mechanism belongs to the scope of incentive mechanisms.However,blindly motivating can easily lead to executives' loose vigilance and random actions.When constructing a fault tolerance mechanism to motivate executives,the boundaries of incentives and constraints need to be reasonably defined.Second,it is necessary to strictly prevent the risks caused by the implementation of fault tolerance mechanisms.Including the legal risks caused by the possible conflict between the fault tolerance mechanism and the existing legal mechanism,and moral hazards such as fault tolerance as a tool for evading responsibility due to insufficient supervision of the implementation process of the fault tolerance mechanism.Finally,it is necessary to properly handle the entity and program issues of fault tolerance.The fault tolerance mechanism of state-owned enterprise executives is essentially a mechanism of liability exemption.It will necessarily involve physical and procedural issues such as what kind of liability can be exempted,who is exempted,and how to exempt them.These entities and procedural issues together form a complete Fault tolerance mechanism.The legal practice of directors and senior executives' exemptions in foreign countries has a long history,and there are many mature theories and practical experiences that can be used as a reference for the construction of our fault tolerance mechanism.In order to encourage directors and executives to take an active role,countries in the legal practice mainly design the system of exempting directors and senior executives from three aspects.First,the "business judgment criterion" is used as a criterion to distinguish whether directors and senior executives should bear responsibility for their decision-making errors,so that directors and senior executives have certain psychological expectations about the risks they may bear when making business decisions.Second,a relatively perfect mechanism for directors 'exemption has been formulated,including statutory exemptions that are clearly defined in advance according to the law and ex post exemptions based on the company's autonomy theory or resolutions of shareholders' meetings.Third,the government takes the lead in vigorously advocating a business environment that encourages innovation and tolerance for mistakes in the society.Members of society will not blame directors and executives for occasional decision-making errors,and crack down on their bold and innovative decisions.Motivation.In order to scientifically and reasonably construct the fault-tolerant mechanism of stateowned enterprises in China,we should focus on the system design from the following aspects.First,taking the Three Distinguishing Principles as the core,supplemented by the Business Judgment Criteria,insisting on combining subjective and objective,and rationally clarifying the applicable boundary of the fault tolerance mechanism,which is the premise for the fair application of the fault tolerance mechanism.Secondly,brainstorm and scientifically deal with specific issues including fault-tolerant subjects,fault-tolerant forms,and fault-tolerant procedures.Finally,improve the specific systems including information disclosure,appeals relief,elimination of negative impacts,and clarification and protection that are compatible with the fault tolerance mechanism to create a good institutional environment for the implementation of the fault tolerance mechanism.