問23
頻出度★★☆
コーポレートガバナンスの強化に有効な施策だけを全て挙げたものはどれか。 a 株式公開買付けによる企業の買収 b 執行役員制度の導入による経営と執行の分離 c 独立性の高い社外取締役の選任
令和7年度 ITパスポート試験 問23
ストラテジ系法務 › その他の法律・ガイドライン・情報倫理
This question's explanation and your answers so far.
解説
問 23
Incorrectア
This option lists “a, b,” but the tender offer (takeover bid, TOB) in a is an M&A method for acquiring a company, not a measure that strengthens the monitoring and control of management. It is wrong because it includes a, which is not an effective measure.
Incorrectイ
This option lists “a, b, c,” but only b and c are effective for strengthening governance; the tender offer in a is merely a means of acquisition, not a governance-strengthening measure. It is wrong because it includes a.
- ウ
正解 The correct answer is “ウ (b, c).” Corporate governance is a mechanism for monitoring and controlling whether managers run the company in line with the interests of stakeholders such as shareholders. The executive officer system in b separates the board of directors, which is responsible for decision-making and oversight, from the executive officers, who are responsible for carrying out operations; this strengthens the board's ability to oversee execution and is therefore effective for strengthening governance. The highly independent outside directors in c can monitor management from an objective standpoint without being bound by internal ties, making this a representative measure for strengthening governance. Therefore the only effective measures are b and c, and “ウ,” which lists exactly these two with nothing missing or extra, is the correct answer.
Incorrectエ
This option lists only “c,” but b—separating management from execution by introducing the executive officer system—also enhances the board's oversight function and is a governance-strengthening measure. It is wrong because it omits the effective measure b and so fails the condition of listing all and only the effective measures.
ここがポイント
- Corporate governance is a mechanism for monitoring and controlling whether managers run the company in line with the interests of stakeholders such as shareholders; appointing outside directors and separating management from execution (the executive officer system) are measures that strengthen it.
- Distinguish clearly: a tender offer (takeover bid, TOB) is a method of corporate acquisition (M&A), not a measure for strengthening governance.
用語