| Abstract: | 研究目的：近年來，公司治理日受重視，行政院經濟建設委員會亦成立改革公司治理專案小組，謀其落實。根據國際合作開發組織(OECD)之主張，公司治理之架構有五，其中三者為目標，二者為達成目標之手段。公司治理之目標，分別為：保障股東之權益(the rights of the shareholders)、公平對待各類股東(the equitable treatment of shareholders)，以及考量各類利害關係人在公司治理中所扮演之角色(the role of stakeholders in corporate governance)；至於達成目標之方法，則有揭露及透明(disclosure and transparency)，以及董事與監察人擔負其責任(the responsibilities of the board)。以上第一種方法，為透明。所謂透明，係由揭露達成，指有資訊可揭露，達充分揭露之原則，並且，所揭露之資訊為可靠，不宜相互矛盾。不過，企業所揭露之資訊雖不能太少，但亦不太多，若把不攸關之資訊亦納入財務報表，則使重要資訊不顯其重要性。改革公司治理專案小組於九十二年四月二十五日第五次工作會議中指出，為強化公司資訊揭露之品質，強化透明，應加強企業合併報表之功能。惟在我國，依公司法第20條之規定，合併報表並非公司須要編製之主要財務報表，而且，須編製之公司，並非所有公司，僅公開發行股票之公司而已；此外，當編製時，其依循之準則又有二套，一為依公司法及其相關規定，另一為依財務會計準則公報；還有，編製之期間，究為一年或半年、會計師簽證須提供擔保之水準，究為積極擔保或消極擔保，均可商榷。因此，乃產生如何運用合併報表以落實公司治理之研究的動機。 Corporate governance attracts a lot attention recently, Council for Economic Planning and Development even forms a special committee to improve its application in the enterprises in Taiwan. The framework of corporate governance promulgated by OECD incorporates 5 principles which relate to both goals and means to reach the goals. The rights of the shareholders, the equitable treatment of shareholders and the role of stakeholders in corporate governance are the three goals to be achieved, disclosure and transparency and the responsibilities of the board are the two means to attain these goals. One of the two means is transparency, which is related to the disclosure of sufficient and relevant information. The information disclosed should be reliable, without any contradiction among each other, should follow the full disclosure principle, however, it should also be timely and not to be overloaded. Overloaded information will burden the readers of financial statements and shadow the important ones. The special committee recognized the importance of the quality of information for those appear in the consolidated financial statements in its fifth meeting held at April 25, 2003. However, the financial statements required by current section 20 of the Corporation Law are not the consolidated ones of the group, they are the financial statements of every legal person forming the group, instead. Those who are required to prepare consolidated statements are restricted to the corporations traded publicly, who are not privately held. The limited number of required preparers may cause the problem of lacking of transparency. On the top of the problem of limited preparers, that there are two sets of standards to be followed in preparing these statements further complicates the problem. The availability of different sets of standards may cause confusion in using the information appearing on the consolidated statements. The first set of standards is drove from the section 369-12 of Corporation Law, and the second one is based on the No.7 of Statements of Financial Accounting Standards promulgated by the Financial Accounting Standards Board. The frequency of the preparation and the issuance of these statements, whether would be once every year, every half year or even more frequently, and the degree of assurance provided by accountants, whether could be negative or positive assurance, are also relevant problem to be solved before the usefulness of consolidated information can be fully utilized. This study is conducted in hoping to clarify certain problems of consolidated statements in implementing the transparency principle in framework of corporate governance. |
