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Problem analysis and countermeasures of the organization based on listed companies

Author: LiuJingZhong From: www.yourpaper.net Posted: 2010-04-07 01:40:35 Read:
[Abstract] in the governance of listed companies, the corporate governance structure is a core issue, the improvement of the corporate governance structure of listed companies mainly through the improvement of the organization (shareholders' meeting, board of directors, board of supervisors, managers). For many of our listed companies in the operation of the organization is not standardized, governance measures and recommendations.
Listed companies [J]; organization; governance structure

Listed companies as the cornerstone of the securities market, the quantity and quality directly affects the size and the healthy development of the securities market. Under the conditions of China's current economic reform further specification state-owned enterprises, especially state-owned listed company's governance structure is particularly urgent. Especially under the current global capital markets affected by the financial crisis, the domestic stock market also continued sluggish environment, regulate behavior of the governance of listed companies, to maintain the healthy development of the capital market as soon as possible to get rid of the impact of the financial crisis, has important practical significance. Currently, however, most of China's listed companies mediocre performance, some even difficult, difficult. There are many reasons, both congenital deficiency causes limitations (such as the reform of the early stage of development is not complete and the system design), and there acquired defects factors (referring to the development process, the lack of effective regulatory measures listed not in place appropriate constraints or regulatory). Coupled with the impact of the objective environment (such as the current global capital markets affected by the financial crisis, the domestic and international securities markets continued to slump), the above-mentioned causes listed companies are often seen not standardized operation. However, I believe that these problems, inadequate corporate governance structure is a core issue, and its ability to be a good solution, is a listed company's ability to regulate the operation of the key. Improvement of the corporate governance structure of listed companies mainly through the improvement of the organization (shareholders' meeting, board of directors, board of supervisors, managers). Well, the perfect organization of the listed company or not on its ability to regulate the operation of the fundamental. The following proposed listed company organization existing problems and improvement measures for an analysis.

First, the problem of the general meeting

Shareholders' meeting of (a) the controlling shareholders have control issues
The controlling shareholder of the investment proportion in more than 30% (otherwise it would not become a controlling shareholder), enjoy absolute hegemony in the general meeting, and thus its often take advantage of their privileged position, direct control of the shareholders' meeting, so as to make its favorable , but harm the legitimate rights and interests of the listed company and other shareholders resolution; controlling shareholder nominated directors, supervisors ways to further control the board of directors and board of supervisors of listed companies (as the controlling shareholder nominated directors, supervisors, the number of people with their funded ratio the size is proportional to), and then do whatever they want. This is clearly not conducive to the healthy development of the listed companies and standardized operation.
(B) of the shareholders' meeting to attend the proportion
"Company Law" in China is not in proportion to the shareholders 'meetings to provide for, and this defect is undoubtedly the controlling shareholder to exercise its hegemony provides considerable convenience to engage in "one-man" at the shareholders' general meeting. Did not attend the proportional limit, even without the participation of other shareholders, a controlling shareholder can still hold a shareholder meeting by resolution of the general meeting of shareholders will be realized smoothly. So apparently the other shareholders is very unfair, is not conducive to the standardized operation of listed companies.
(C) small and medium-sized shareholders to attend the General Assembly are not enthusiastic about the problems
Not holding position of state-owned shareholders to attend the general meeting of shareholders are not enthusiastic. Top shareholders of many listed companies, in addition to the controlling shareholder, mostly state-owned shareholders. Because these shareholders had joined the listed companies, mostly facilitated by the government matchmaking, not because of its willingness to invest, investment income is basically indifferent. It is this something to do with their indifference, to attend the shareholders' meeting are not enthusiastic, mostly not very present even attend is also just sent an agent to cope with what will be nothing. The existence of this problem is a direct result of two undesirable consequences: a more indulgent abuse of the right of the controlling shareholder; another devaluation and the loss of state-owned assets.
In addition to the state-owned shareholders holding position are not enthusiastic to attend the shareholders 'meeting, the other small and medium-sized shareholders do not attend or rarely attend the shareholders' meeting is also a fairly common phenomenon. These shareholders to exercise their voting rights "voting with their feet," Once the signs do not sell their shares immediately. They are not so much investors as it is the speculators. The existence of this problem, effectively prevent the abuse of the rights of the controlling shareholder, and safeguard the legitimate rights and interests of the minority shareholders of listed companies, thereby promoting standardized operation and the healthy development of the stock market are very harmful.

Second, the Board problem

(A) The Board of Directors hiring
Currently, the board of directors of listed companies in China, and elected directors nominated by the largest shareholder accounting for the relative majority (including independent directors), most of them or all of the directors of the board of directors of the controlling shareholder, the controlling shareholder, chairman and also serves as with the listing of the company's chairman. In some listed companies, there are still employees of directors is also the controlling shareholder of the other positions. A direct consequence of the above problem is to become the controlling shareholder of the spokesman for the board of directors of listed companies, so that the controlling shareholder of listed companies able to be gripped by the board of directors of listed companies to manipulate and even overhead shareholders' meeting. This is no doubt improve the corporate governance structure of listed companies is very harmful.
(B) The independent directors are not independent
Independent director system, in the case of China's listed companies internal oversight bodies - the Board of Supervisors "can not give full play to the statutory role of additional foreign experience. Reports of listed companies in various media, but are rarely able to hear the voice of the independent directors, often hear the sound when the day of its relationship with the listed company rupture. Thus, the recurring phenomenon that is: independent directors of listed companies in various illegal violations or turn a blind eye or tight-lipped, and went on to become a veritable "Vase Director. As a result, the independent oversight role of the independent directors will not get to play, the independent director system along with non-existent.
Since the system of independent directors has been given to the independent directors is quite large and quite a lot of independent oversight over, then why independent directors do not exercise it? I believe that the existing independent director system design shortcomings, another independent director for its own reasons. Where the design flaws of the independent director system performance: in terms of the Commission to make the guidance on the establishment of an independent director system in listed companies (1), or in the Securities and Futures Commission and the State Economic and Trade Commission jointly formulated the "Corporate Governance Guidelines "are not indolent in exercising the right of independent oversight of the independent directors acts punitive provisions. This means that independent directors can do nothing, and do not have to pay any price; independent directors own reasons performance: many independent directors are the controlling shareholders or the management of listed companies "acquaintances" Since we are all acquaintances ", then everything becomes much easier to handle! Moreover took the money of the people, only for others" disaster ", and not to give people" chaos ", otherwise, this is no the risk and Hanlaobaoshou money to earn vain?

Third, the Board of Supervisors the problems

The selection of members of the Board of Supervisors and the selection of the members of the Board, the first problem is even more prominent than the latter. Because there are many members of the board of supervisors of listed companies all nominated by the controlling shareholder and the elected, the of these supervisors are controlling shareholder of the employees, and jobs, the quality is relatively low. Ask how this composition can play the role of oversight it? Thus, the Board of Supervisors became the Provisional Council, in time to attend the shareholders' meeting to go look through the obsessed people pre-drafted proposal or report, or even sometimes in advance with the proposal or the contents of the report do not know. Listed this Board of Supervisors is an indispensable "props", simply can not play the supervisory role of the law.
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