法学杂志

在完善中国特色现代企业制度的背景下，党组织嵌入国有控股公司治理所面临的核心问题已由制度根据的确认转向治理规则的建构。以389家国有控股上市公司为样本，从章程文本与组织构造两个维度展开考察可以发现，党组织已在规则层面与组织层面深度进入公司治理结构：党建条款、职责条款、前置研究讨论条款及“双向进入、交叉任职”条款普遍写入公司章程，党组织与董事会、经理层之间亦形成较高程度的组织重叠。然而，制度嵌入并不当然导向治理协同，现行制度运行中仍存在规则形态不清、权责边界不明、交叉任职下身份区分不足以及前置程序效力与衔接机制不稳等问题，并由此生成规范张力、权责张力、角色张力与程序张力四类制度张力。据此，党组织嵌入国有控股公司治理的进一步展开，不能仅停留于原则确认，而应在复合规范结构下推进规则整合：通过类型化解释与差异化章程指引明晰规则形态，以政治公共性标准界定前置事项范围，区分党组织意见的程序约束力与实体非替代性，并以场景区分、责任分层和程序闭环机制，实现党的领导与现代公司治理之间的制度化衔接。

Against the backdrop of improving the modern enterprise system with Chinese characteristics, the central issue concerning the embedding of Party organizations into the governance of state-controlled companies has shifted from justifying its institutional grounds to constructing operable governance rules. Based on a sample of 389 state-controlled listed companies, this study shows that Party organizations have been deeply incorporated into corporate governance at both the rule-based and organizational levels. Provisions on Party building, organizational functions, prior deliberation on major matters, and “two-way entry and cross-appointment” are now widely included in the articles of association. Meanwhile, there exists a significant degree of personnel overlap among Party organizations, boards of directors, and management teams. However, institutional embedding, however, does not necessarily lead to coordinated governance. In current practice, problems persist, including unclear rule patterns, ambiguous divisions of authority and responsibility, insufficient role differentiation under cross-appointments, and instability in the legal effect of prior deliberation procedures and their linkage with subsequent decision-making mechanisms. These problems generate four types of institutional tension: normative tension, authority-responsibility tension, role tension, and procedural tension. The further embedding of Party organizations into the governance of state-controlled companies should therefore move beyond principled affirmation and promote the integration of governance rules within a composite normative framework. Specifically, the forms of relevant rules should be clarified through typological interpretation and differentiated guidance on articles of association; the scope of matters subject to prior deliberation should be based on the criterion of political publicness; the opinions of Party organizations should be understood as procedurally binding without replacing substantive decision-making; and the institutional connection between Party leadership and modern corporate governance should be strengthened through context-specific role differentiation, layered allocation of responsibility, and closed-loop procedural arrangements.