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On the corporate governance

Author: ZhuGuangMing From: www.yourpaper.net Posted: 2010-04-29 16:17:14 Read:
Paper Keywords: Company Law, shareholders of the corporate governance of the General Assembly
Abstracts: corporate governance has become a common concern of all countries in the world, engaged in the market economy is not a long time our country from a highly centralized planned economy evolved, the reform and opening up, China's internal problems, especially study developed in the world today countries like the model of corporate governance in the United States, Japan, Germany and other countries, in-depth comparison, we found that the German model of corporate governance is more reasonable and more effective operation, so we should learn from the advanced experience of the German corporate governance, to improve our company governance structure.
A corporate governance in China's current situation
Corporate enterprises in China are mostly evolved from the original mechanism of state-owned enterprises, the original mode of governance of state-owned enterprises: the director (manager) is the total person in charge of the entire enterprise, at the heart of the operation and management of enterprises; factory manager has In addition to the country to keep on some of the decision of the state-owned enterprises, the enterprise business decision-making power, the business executive power, production command and external representation of a director (manager). This model with the market economy, the requirements of the corporate system gap far, but it has been deeply rooted in people's minds, subtly influence people's behavior and way of thinking.
To introduce a market economy, China has promulgated the Companies Act and the Companies Act was amended in 2005, it has identified Ltd. governance model as follows: First, the shareholders' meeting. Consisting of all the shareholders of the company, the company's authority, the legal provisions of the 11 terms of reference, these powers are involved in a range of matters of decision-making power in the management process, reflects the shareholders' meeting at the company's center of power position. Second, the Board of Directors. Under the shareholders 'meeting of the Board is the executing agency of the major decisions of the company, with the executive powers of the affairs of the company, its shareholders' general meeting. Third, the manager. Limited managers employed by the Board of Directors decided to appoint or gills, specific management functions in accordance with the Companies Act or the exercise of the powers granted by the Board. Fourth, the Board of Supervisors. The Board of Supervisors is a company specialized supervisory authority responsible for the supervision of the operation and management of the directors and managers and other executives.
From the existing company law and corporate governance model analysis, we found that still a lot of ills. First, although the existing Company Law still gives the status of the center of power of the shareholders' meeting, but the actual its position weakening, it is difficult to effective supervision of the board of directors, managers and other constraints in the management process. Secondly, the powers of the Board of Directors swelling, making its effective supervision and control. Representatives of the employees are members of the board of directors of the provisions of the Companies Law instead there should be representatives of the employees, which provides a convenient high-level control of the Board of Directors for the minority. The provisions of the Companies Act, the Board of Directors of the Company may be decided by the board of directors and manager, directors monopoly power the green light. Third, the Board of Supervisors, the supervisors should attend board meetings, but our current Companies Act provisions, supervisors may attend the meeting of the Board, should attend board meetings, how can you encourage supervisors to actively exercise of supervision? Analysis of the terms of reference of the Companies Act to the supervisor of the Company As can be seen, the financial inspection rights of the supervisory authority of the directors, officers and require directors, executives implement none of the right to redress of the damage to the interests of the company behavior, the lack of specific operability.
Second, the world of corporate governance model study
With the continuous development of the corporate system, formed in the world within days, the United States, Germany, represented by three typical model of corporate governance.
1. Japanese model in Japan. The general meeting is the highest authority of the company, the Board of Directors and the Supervisory Board elected by the shareholders 'meeting, the two side by side living in the shareholders' general meeting of the subsidiary will set permanent body, do not belong. The Board is responsible for the company's day-to-day operational decision-making and business execution (in fact belong to the directors and managers, concurrence), represent the company externally. Board of Supervisors have the financial supervisory authority and operational oversight, responsible for overseeing the directors, managers and other executives of the behavior and the legality of the company's financial. Belongs to the supervision and restriction relationship between the Board and the Supervisory Board, their duties, in order to achieve the company smoothly, a good run.
2. American model, represented by the United States. The shareholders 'meeting is the highest authority of the company's board of directors elected by the shareholders' meeting, the permanent organ of the General Assembly of the shareholders. The shareholders' meeting and the board of directors to exercise decision-making powers, the Board exercised the right to business execution, etc. by the CEO of the exercise of management rights. Within the board consists of various committees work better in order to assist the Board in these committees, such as the Strategy Committee, Audit Committee, the direct leadership by the chairman of the Strategic Committee has become the permanent establishment of the Board. The Audit Committee of the Board of Directors, the independent external directors and external permanent establishment to the exercise of supervision, supervision of the execution of business directors. The independent directors of the Board of Directors of the Company shareholders, and the company is no fundamental stakes seem to be able to be objective and impartial supervision.
3. German model, Germany. In Germany, the implementation of a "two-tier board system, called the" Management Board "(Board of Directors) and the supervisory board (Board of Supervisors) circle. The two are not tied parallel, the latter than the former position. The Board of Supervisors election by the shareholders' meeting and the workers' congress, it has the powers of appointment and removal of members of the Board, representatives of the shareholders' meeting and the interests of workers and supervisory bodies responsible for overseeing the board of directors. Its main powers and responsibilities: the appointment and dismissal of executive directors, supervisory directors whether the Articles of Association business; making decisions on important matters; audit company accounts. Directors appointed by the Board of Supervisors, is responsible for the day-to-day business activities of the company's Board of Supervisors, subject to the supervision of the board of supervisors.
Board of Supervisors does not directly intervene in the specific production and business activities, but some of the Articles of Association of the Company or the Board of Supervisors another project or decision of the special provisions, the Board of Directors in the specific implementation, prior to implementation must be reported to the Board of Supervisors for approval or certification, and the board of supervisors of these projects decision-making right of veto. In addition, in order to ensure that the Board and the Board of Supervisors independent exercise of his powers, to be effective supervision and control, the two sessions, the members shall not cross worked. Visible corporate governance in the West there is a big difference between the Japanese model and the American model is essentially the board of directors set of decision-making power and executive power in a German company, the Board of Directors, the Supervisory Committee plays a good role of supervision and control, comparatively speaking, Germany The governance mode compared to Japan, the United States superior.
The German company's board of supervisors has considerable decision-making power and supervisory power, especially directors of the Company and other executives have the right to the appointment and dismissal of members of the board of directors, effective supervision and restraint. The U.S. company's audit committee and the external independent directors is difficult for directors to effectively supervise and constraints, supervision and restricting the role of the Japanese company's board of supervisors to directors and other executives are also very limited.
The members of the German company's board of directors and the general manager can not cross concurrently, which is more reasonable than the U.S. company made. Only institutionally separate the chairman and general manager of the angle, will it be possible to ensure effective supervision of the Board of Directors of the Company (or the Board of Supervisors) to implement the company's general manager and constraints. Germany's experience from the front to verify this point, the American experience from a negative to verify that smell.
Third, the improvement of corporate governance in China
At present, our company a lot of problems in the management process, after the analysis and comparison, I think, in order to improve corporate governance in China, we should mainly learn and learn from the German model of corporate governance experience. Reflecting the company organization, it is necessary to establish the Board of Directors for the core model of corporate governance, its content is the rational allocation of the terms of reference of the shareholders' meeting, board of directors, board of supervisors, and stressed the right of the operation and management of the Board of Directors at the same time, strengthen the legal obligations and responsibilities of the directors and shareholders, The role of supervisors internal supervision system.
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