The process of corporate governance problems and shortcomings, allow enterprises to improve the mechanism for establishing a modern enterprise system is all the more urgent
Good corporate governance helps to reduce agency costs within the company to ensure that the interests of shareholders; reduce the company's transaction costs, to ensure the interests of all stakeholders; enhance corporate social responsibility, to attract capital, to achieve effective management, etc. company's goals of corporate conduct, and the company's legal obligations and social expectations of the perfect combination.
9 strategic management consulting to the eighth issue of the questionnaire were analyzed. From the results, most of the enterprises surveyed have established the relevance of corporate governance structures and mechanisms, but also their understanding and a general lack of understanding in some depth. Second, the corporate governance of the implementation process, there are some common problems. First of all, we learned from the concept of corporate governance, mission, goals, basic principles of corporate governance in four areas to explain and analyze.
Conceptually speaking, corporate governance is the set of companies which guide and control the operation of the mechanism and regulations. In a narrow sense, corporate governance refers primarily to the structure and function of the board, chairman and manager of the rights and obligations, and the corresponding engage election system of incentives and supervision arrangements, etc; broad corporate governance mechanisms, including company human resources management, income distribution and incentive mechanisms, financial systems, internal control and risk management systems, enterprise decision management systems strategy development, corporate culture and business and all other senior management control of the system.
Corporate governance task is through the promotion of the interests of all parties (shareholders, management, creditors and potential investors in financial markets) in collaboration with the interests of all parties to achieve incentive compatibility, in order to protect shareholder interests and to achieve other corporate objectives . In summary, to improve the corporate governance structure has three main objectives:
Protection of shareholder rights and interests, to achieve long-term shareholder value and maximize return on investment, enhance investor confidence.
To establish a solid business strategy and action plan to support the company's operating style and management base.
Establish a risk management problem for the company's organization, resources, assets, investments, and the entire company to control the operation of the overall framework, as well as the activities and performance management to monitor and maintain the necessary control.
Specifically, consistent with the three objectives of corporate governance principles are:
Strengthen the Board and individual directors responsibilities, including improving the structure of the board and decision-making process, ensure that the board of the company's strategic guidance and effective supervision of management personnel and to ensure that the board of the company and shareholders, so that the Board's decision-making and operation of the real consistent with the fundamental interests of all shareholders, to avoid the internal control.
To maintain the independence of the board of directors, strengthening the Board Audit Committee, Compensation Committee, Nomination Committee and other professional responsibilities of the Committee, the role and independence.
Strengthen the supervision on the performance and on internal control procedures and management control procedures implemented.
By focusing on risk management and increase the company's value.
Specific shareholders, directors and managers of the rights and responsibilities, fair treatment of all shareholders, directors and public shareholders to strengthen communication between the establishment and implementation of effective, can be implemented to help ensure that the company sound decision-making and management mechanisms information disclosure standards, timely, accurate and complete disclosure of financial information with performance-related and include the company's operating performance, including governance and other important non-financial information, ensure the transparency of company operations.
Corporate governance for enterprises common problems, we combine the common features of the A typical case for in-depth analysis of the company.
A company is a veteran of state-owned enterprises, although to a corporate restructuring, but did not form a truly independent property rights, ownership of the main administration of state-owned shares of the tendency of serious state-owned shares "buy virtual property rights." Enterprises may set up the board, but due to the dominance of state-owned shares, at an absolute monopoly, small shareholders are too dispersed, few are represented. "Insider" director of the majority, only one independent director with a symbolic decoration to do, regardless of things, too busy to do. The Board is actually management team, a set of troops mismatch. Delineation of roles between director, division of labor is unknown, often the work of prevarication and buck-passing phenomenon, it is difficult to form a balance of power and restraint. The quality of the directors are also lagging behind, most of the enterprise employees work hard for several decades old, some not kept pace. For historical reasons, the old system under the "old three Council" (the worker representatives, trade unions, party committee) and the new system under the "new three" (board of directors, shareholders, board of supervisors) coexist, relationship difficult to coordinate, it is difficult play to the functions of the modern corporate system. Ineffective board of supervisors, lack the necessary independence, many also and directors superior-subordinate relationship. Many important management information is also not known, the establishment has not once exercised authority. The biggest problem lies in the company not to establish a scientific evaluation and incentive mechanism, managers lack of long-term incentive and restraint mechanisms ... ....
Summary of issues:
Absence of owner
According to the modern theory of the firm's principal - agent theory, corporate governance refers to the owner of an enterprise business management and performance will be monitored and controlled set of system arrangements. Specific way is to contract, the shareholders and managers to establish certain checks and balances between the relationship, enabling companies to save transaction costs, comparative advantage.
A company does not form a truly independent property rights, state-owned shares "buy virtual property rights." Since the drawbacks of the original system, these state-owned shareholders the ultimate owner of property is not only an agent of the state-owned assets. Although to some extent they have effective control over the company, but they do not have access to their control over the use of proceeds of the legitimate rights and interests, of course, does not assume responsibility for use of its control. Thus they could not really care about the same as the shareholders of the operating efficiency of state-owned assets, can not assume its responsibilities.
Big Stock
The results show that: a high concentration of shareholding will inevitably induce many defects. In particular, the state-owned shares "one strong stock" on firm performance is more obvious damage. Separation of the Government, enterprises can not become truly independent legal entity. Big Stock phenomenon will also affect the maximization of shareholder value and affect the operational efficiency, the expense of other small shareholders, unfair phenomenon.
Weakening the role of the Board
First, the board is not quite rational. First, the composition of the Board staff on behalf of minority shareholders in the very few, mostly on behalf of the State shares and legal person shares, the majority shareholder monopoly more serious. Secondly, the "insider" directors a larger proportion of outside directors is not enough as the oversight board is difficult to make objective and scientific decision-making company. Again, the Board and management team of the combined role of the board be diluted, as the science of corporate governance an important part of decision-making and the separation of managers talk about.
Second, the directors is unclear, the internal division and balance of powers to be refined. Detailed division of responsibilities between the directors without the surface, and so do the powers of the essence, the result of the lack of detail will inevitably lead to division of information collection and processing difficulties, eventually leading to loss of scientific decision-making board of directors and supervisory capacity.
Third, the quality of the directors need to be improved. Decision-making capacity is not professional directors, also affected the Board's decision-making and implementation of the results.
Finally, do not establish a scientific evaluation and incentive mechanism. Board of Directors to the performance of each regular assessment, this should establish a scientific evaluation and incentives. Because, whether it is executive director, or outside directors or independent directors, on the negative duty to assume responsibility, if the resolution of the Board in violation of relevant laws and regulations, the vote cast in favor or abstain from voting, the directors also held liable. This place of power and responsibility to implement, the result must be incentives and constraints. Enterprises in China is not without establishing a scientific evaluation and incentives, is the lack of implementation of the seriousness.
Lack of board of supervisors role
First, institutional reasons. Under the old system of "Old Three" and the new system under the "new three" co-exist, the relationship between the two are not well coordinated, or "new three" in the "old three will be" under the influence of can not play the functions of the modern corporate system.
Second, lack the necessary independence of the board of supervisors. Supervisors and managers from the same company, there is hierarchical, bold supervisor monitoring is likely to lose their eligibility, but also to the interests of the company in the original damage.
Third, the management board of supervisors and management of information asymmetry. Information held by the company's operating board of directors and managers in the hands of supervisors rely completely on business management, supervision of the information provided or no information should not supervise.
Expert analysis and diagnosis of recommendations:
A company has some common sense issues, some problems at this stage or can not be satisfactorily resolved within a short time. This stage, we propose the following considerations improve governance.
Enhance the functions of the Board
Enhance the Board's function is to present our company to improve one of the core issues of corporate governance, mainly in three aspects:
鈻?enhance the independence of the Board
Companies should be: the vast majority of board members should be independent directors; independent directors should meet regularly, president and other non-independent directors should not take part; should avoid concurrent chairman of the board, president; some of the board of directors of the respective committees shall be composed entirely of independent directors ; director can not also act as consultants or corporate services; directors pay is a combination of cash and equity incentive; ensure that the Board has new ideas emerged.
鈻?Board of Directors of the self-evaluation system established
Board of Directors of its governance principles should form a written document, and periodically re-evaluate; recommendation of the Nominations, Dong Shihui Syndicated news Kaolv choose the most suitable company; Board of Directors has set itself performance standards, and regular evaluation; Dulidongshi president of performance standards developed Youguan and the compensation plan, and, accordingly, president regularly evaluate the work.
鈻?strengthening the strategic management board with responsibility
Include: decision-making process of investment decision-making and the rationalization, to promote and supervise the enterprises in all the operational aspects of the system within the building and organizational development, operational procedures of these links, transparent, streamlined, and to promote the institutionalization of internal control mechanisms, rationalization.
Improve the supervision mechanism
In improving the monitoring mechanism, should do the following aspects of work:
鈻?the introduction of outside directors, board of directors to change the status of internal control;
鈻?set up mainly by the audit committee composed of outside directors and compensation committees;
鈻?strengthening the oversight functions of the board of supervisors;
鈻?fostering capital market institutional investors play their role in corporate governance;
鈻?play the role of banking supervision;
鈻?play stock market's role in corporate governance.
Scientific performance evaluation and incentive and restraint mechanisms
Companies should establish a fair and transparent performance evaluation of directors and the board of standards and procedures for evaluation by the board of directors consists of salaries and Evaluation Commission, responsible for the organization. Board of Directors shall report to the shareholders the performance of duties, performance evaluations and pay, and to be disclosed. And assessment by the Remuneration Committee is responsible for the establishment of market-based mechanism for senior management selection; establishment of the senior management of a fair and transparent performance evaluation system, clear performance evaluation criteria and procedures; the establishment of senior management pay and corporate performance and individual linked to long-term performance incentives.
Further clarify property rights and reduce ownership concentration
Facing the old system caused problems left by history, clear property rights, lower ownership concentration. In the non-state economic lifeline for the industry, companies may try to build market-based public shareholding commercial operation mechanism. State-owned shares may be gradually withdraw (such as use of repurchase, issue of call options of state-owned shares, transfer, stock issuance, etc.); to consider the commercialization of state-owned assets management, state-owned shares will be entrusted to the market and investment institutions (fund management companies, trust companies) management.
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