Welcome to free paper download website

Analysis of corporate governance

Author: GuXiNa From: www.yourpaper.net Posted: 2009-11-05 21:48:49 Read:
Corporate Governance essentially a mechanism, the core of which is under the framework of laws, regulations, and practices, to ensure that the shareholders as the main stakeholder interests set of corporate rights arrangements, the division of responsibility and restraint mechanisms. Corporate governance of the Company under the basic structure of property rights in the modern corporate system control and management of the system, follow its establishment and development of the characteristics and needs of the company, subject to business conditions and the level of economic development, and with the growth of the enterprise itself and external changes in the environment and continuous improvement.
2005, China's split share structure reform started January 1, 2006, the new Companies Act implementation, the level of corporate governance in China has been improved, Nankai corporate governance database, sample evaluation of the 162 listed companies in 2007 governance of listed companies index mean of 56.85,2004 years, 2005, 2006 Governance Index mean were 55.02,55.33,56.08. Contrast to the overall state of governance of listed companies in China in the past four years, the level of overall governance to improve the trend year by year. Mainly: government and corporate relations are gradually straighten out, the role of government and functions have repositioned; (2) the shareholding structure is gradually optimized, large shareholder expropriation interests of listed companies is suppressed, the interests of minority shareholders protection mechanism is formed; independence and the importance of the Board of Directors of the Company has been enhanced, internal checks and balances are formed; listed company information disclosure in form has become more rational, the content is maturing; legal and regulatory environment continues to improve, the external governance mechanism has been improved. But comprehensive look at the progress of listed companies on the actual behavior of the corporate governance improvements than legal norms to be small and there is no substantial improvement in some aspects, the corporate governance of listed companies in China defects is still very apparent.
First, the overall shareholding structure is irrational
From a national perspective, the average proportion of the largest shareholder of the listed companies in China in more than 40%, the company's management and capital operation in the asymmetric structure of rights. Therefore, the equity of listed companies in China is too concentrated, the control state is the major shareholder, and the shareholder has a large stake in the company and the Board of Directors and to monitor the operating activities of managers and small shareholders choose free rider. And the New York Stock Exchange listed company information, company shares is relatively fragmented, including personal stake up to 80% or more. Equity highly concentrated in China will inevitably induce the drawbacks caused by the lack of effective supervision and management of listed companies and hinder the establishment of the corporate governance structure of scientific, is not conducive to the healthy development of the securities market. At the same time, a large number of state-owned shares and legal person shares can not flow, the market for corporate control is difficult to form, is also a major problem.
Second, the rights of shareholders' meeting weakening
The shareholders' meeting is the place for shareholders to exercise their rights of investors, is the company's highest authority. In China, the phenomenon of small investors speculative serious, they are only concerned with their own hands, the fluctuation of the stock price, with little concern for the development of enterprises, they rarely participate in the shareholders' exercise of the rights of the weak awareness and the "free-rider" psychological basically controlled by large shareholders, reflecting the wishes of the shareholders, rather than the intention of all shareholders. Same time, China's "Company Law" does not provide for effective attendance number (or the ratio of the number) of the shareholders 'meeting, which will make the shareholders' meeting become a "major shareholders will.
Third, the Board issues more
First, constitutes unreasonable. Option representatives constitute state-owned shares and legal person shares, few representatives of minority shareholders. In addition, the Board composition inside and outside directors imbalance phenomenon and too many inside directors. Secondly, the powers and responsibilities are not clear. China's "Company Law" on the terms of reference of the chairman of the board, the board of directors and the general manager made clear provisions of the division, the chairman of the board duties mainly in the Board, did not get the authorization of the Board, the Chairman of the Board shall not escape, but also can not go beyond the Board unauthorized act. The general manager is responsible for day-to-day business, implementation of Board decisions. As a matter of fact, some of the chairman of the board can not be at the statutory authorization to work effectively solve their own role in the company.
Fourth, the Board of Supervisors useless
The status of the Board of Supervisors in the modern corporate governance structure with the constant expansion of the powers of the Board and managers increasingly important. China's Company Law provides that the terms of reference of the board of supervisors, too principle lack of maneuverability, resulting in the Board of Supervisors to exercise supervisory power unable to obtain effective legal protection. First, the members of the board of supervisors is unreasonable. The supervisors are most representative of the state-owned corporate assets, rather than personal assets on behalf of, resulting in the lack of real assets on behalf of the Board of Supervisors. Second, the Board of Supervisors no permanent office functions difficult to play. Third, the Board of Supervisors the exercise of the authority of the lack of the necessary material security and legal protection, such as the Board of Supervisors has no independent source of income and funding, resulting in the subject to the board of directors and managers, and thus unable to carry out normal supervision, the Board of Supervisors also useless. This situation creates a serious internal control, resulting in a series of serious consequences, the listed companies in the frequent occurrence of the chairman of transfer of the listing of the company's assets, misappropriation of funds, such as the hops, Cheng Cheng cultural listed companies are exposed.
Fifth, the external environment is extremely poor
1. Imperfect legal environment of corporate governance
Effective depends both on the corporate governance mechanism related to the quality of the body and internal governance rules, also depends to a considerable extent on the social and legal environment. Corporate governance companies rely solely on the interests of parties freedom of contract can not protect its fairness, must rely on external legal protection. Such as the Companies Act, the Securities Act, the basic principles and standards such as the governance of listed companies in China, state-owned shares in circulation with the relevant provisions. It can be said that the laws, regulations and rules of the market economy as a whole are all related to corporate governance. At the same time, related offenses and offenders severely punished. China mainly by the Companies Act on corporate governance norms. The new "Company Law" provisions of the corporate governance structure has been revised and perfect, but compared with foreign countries is still not standardized, imperfect.
The company external governance mechanisms hypoplasia
External governance in China, a market-based mechanism hypoplasia, mainly in three aspects: First, the bank as a creditor of the company's implementation of the monitoring role is small; second is a very limited role in monitoring the implementation of the market for corporate control company ; manager immature market. Manager not there is a real market, the Board can not press the the capital efficient operation requirements hiring qualified managers or replacement of substandard manager.
Please consciously abide by Internet-related policies and regulations.
Tips: Log in to comment, the user name to enter comments directly from your personal space, so that more friends to meet you.

Sponsored Links

Sponsored Links

Top