Strengthen corporate governance structure for the construction of Reflections

With China's economic system and further promote the reform of multinational enterprises, corporate governance structure in China also made a key breakthrough, but because of the initial conditions, cultural traditions, the situation of enterprises in different conditions, its path, methods, and have some special problems .


First, the world's major basic characteristics of corporate governance
Generally speaking, the external-control-based Anglo-American model and internal-control-based German-Japanese model was developed market countries, the governance structure of the mainstream model.

1. The concept of governance characteristics. Anglo-American model is the basic concept of maximizing shareholder value, its strategic management, investment management, human resources management are to achieve the objective of maximizing shareholder value. German-Japanese model is basically the idea is to maximize stakeholder value, not only concerned about the interests of shareholders, is also concerned about customers, suppliers, employees and the interests of financial institutions. general words, the Anglo-American model focusing on capital, and even the people "capital" and the German-Japanese model is more emphasis on the harmony of the interests of stakeholders.

(2) governance checks and balances characteristic. German-Japanese model focuses on the separation of powers, chairman of the board in addition to the exercise of their terms, the right to leapfrog research, listening to the reports, but generally do not leapfrog command, while the Anglo-American model is often taken to chairman and CEO of one way the exercise of power is concentrated improve efficiency, the power to supervise the stock market, but the reaction of the stock market with a lag, so the Anglo-American mode of governance is more prone to major crises, such as Enron, WorldCom and other events.

3 Governance structure operator behavior characteristics. Anglo-American model company's choice, incentives are often linked with the company's stock, but the stock market participants prefer the game from a psychological point of view rather than make judgments based on the actual company, it is easy resulting in the operator's stock price and operating performance is inconsistent, which led to the operators are more willing to manage the "stock" rather than the creation of performance, the German-Japanese model is more concerned about the management process that the operating performance of the stock is a natural expression without the need for management, which German-Japanese model makes the operator less of speculation, it is even more stable relative to the business of some.

Which is more efficient corporate governance model is still a lack of conclusive, but in any case improve the efficiency of corporate governance, we must consider the cost of the enterprise and corporate governance costs arising from a problem of "spillover" costs and social costs.


Second, build a state-owned enterprise corporate governance structure to achieve the path
Explore the establishment of state-owned enterprises with Chinese characteristics, governance structure, corporate governance is necessary to follow the model of the world's basic law, but also give full consideration to Chinese characteristics, characteristics of state-owned enterprises in the management of institutional mechanisms for innovative breakthroughs.

1 Clear the board of directors, supervisors, managers responsibilities, establishment of a standardized system of corporate governance responsibility. To solve the concentration of power, scientific management of state-owned construction enterprises to promote corporate governance an important task as decision-making body, the Board is responsible for business " triple a big 'issues, to ensure that state capital function effectively, managers are implementing agencies, responsible for organization and implementation of major decisions and assume responsibility for the business, the board of supervisors is the oversight body, the exercise of decision-making behavior of the board of directors, managers monitor business activities to ensure State-owned assets are not violated.

(2) the establishment of special institutions for scientific decision-making, provide the basis for effective supervision of state-owned enterprise corporate governance practices that the board of supervisors is a specialized agency of the lack of a strong impact on the board of supervisors to perform the duties of the outstanding problems in the board of directors, the functions of the manager layer of organization to support the case, the board of supervisors and managers of information asymmetry, the board of supervisors role of virtual technology, more as "hearing", "consultation" role, decision sciences and can not guarantee effective supervision. Therefore, we must establish special institutions, in general, can create strategies and budgets, investment committee, nomination and remuneration committee and audit assessment and risk control committee with the same time, we need to do real internal organs, to improve the board of supervisors independent performance of their duties, to create the conditions to maintain daily operations.

3. To strengthen the ranks of directors and supervisors for scientific decision-making, effective supervision provide a basis to create high-quality, professional team of directors and supervisors, is to achieve the fundamental structure and function of corporate governance requirements in the structure configuration, to increase the proportion of outside directors, in principle, should account for more than half in the selection, the focus on professional knowledge, business experience and professionalism is world-renowned company directors and supervisors of important selection criteria, the state-owned enterprises is an important criterion for selection of directors and supervisors in the appraisal, we must develop responsibilities of directors and supervisors on the appraisal system, the focus from the quality, capacity, performance, acceptance angle of the evaluation.

Third, build a state-owned enterprise corporate governance structure should be a correct understanding of several issues
1 on the "number one" issue from the fundamental terms of corporate governance is the board of directors, managers, supervisors and the correlation between rights and responsibilities of the border checks and balances of the system requirements. In this system, the authority and responsibility is constrained, the scope and process of decision making is based on rules and procedures, therefore, the Board of Directors, managers, supervisors are not vertical hierarchical relationships between each other, but the relationship between a group of authorized parties are relatively independent authority and responsibility to use space, any party can cross the border, in violation of procedures based on the above understanding, the "number one" is not accurate to say the company must change the traditional governance structure of all hierarchy, rejecting the "number one" ideas, establish modern enterprise system of checks and balances ideas and concepts. Links to free download http://www.hi138.com
2 Board of Directors and managers of the relationship. According to the Western corporate governance is concerned, this is not a problem, because managers are appointed by the Board, the Board of managers is a "management authority", but because our country is from the traditional factory general manager responsibility system under the governance of modern enterprise system to change, this is very "Chinese characteristics", in particular, the board of directors and managers appointed by the parent organization of the premise, therefore, to the board of directors and managers responsibilities be clearly , especially for the duties of chairman and general manager of a reasonable cut points, avoiding each other offside efforts to form a reasonable duties, perform their duties efficiently, running smoothly. Links to free download http://www.hi138.com