Corporate Governance Mode Of Study

The Researches on corporate governance mode is important not only in the economics theory but also in the practice of stock market.Corporate governance mode has been a hot topic in the international theory since 1990s. It is neglected by the study of ChinaAs we know, well-functioned corporate governance mode is the precondition and foundation to guarantee the shareholders' interest. Corporate governance is the important proportion of the corporate system, which should be investigated by the subject of corporate law and the subject of corporate management jointly, it involves the Stockholder 'Meeting, the Board of Directors and professional managers and the restrictive and cooperated relationship among them. The Economics and Management Science have many theories on the operation of company to promote the development of the company.The legal base of corporate governance is the separation of ownership from managerial authority. The core legal problem is: settling the relationship between company and investor properly; settling the relation among the departments of the company properly; settling the status and power of the employees properly; settling the mechanism of incentives and restriction of managers. There are two noticeable points: first, it is impossible that the legal problem of corporate governance can be extended to the whole content that economics depicts. Second, even in the fields that corporate law can adjust its effect is limited. China's corporate law is very young, and the jurists have not take the corporate governance as the important thing that is related to the further development of our corporate system. The current law neglects the theory of the separation of ownership and managerial authority, and the managerial authority often sacrifices for protecting the owner-ship of the state.There is a big difference in the corporate governance systems among different countries because of the different understanding of the essence of company, the different traditional and cultural factors and the different understanding of how to protect the benefits of shareholders. Corporate governance system has two basic modes: market - leading mode and bank-leading mode. One-tier mode must establish shareholders' meeting board of directors, and management institution in which manager is in an important position, but has no supervisory board. Generally, American and British companies fall in this mode.German and Japan companies fall in two-tier mode in which the board of directors and supervisory board manage the company at the same time.Other corporate governance mode settled in the Southeast Asia. The companies are controlled by the big family or crony capitalism.The common task of corporate laws in different countries is to allocate the company power reasonably. A balancing mechanism is needed for dynamic allocation of company's power. Any behavior trying to strengthen or weaken a single department of a company will cause unbalance of the company.Theoretically, Chinese company act has many limitations. China can learn many experiences from western countries in the establishment of company act. According to company act shareholding companies in China should consist of Shareholders' Meeting, Board of Directors, Manager and Supervisory Board that are responsible for important decisions making, management and supervision respectively. It makes a legal allocation rule of company power and helps the company's scientific management and safe operation. This kind of parallel governance mode can be considered as a kind of two- tier mode basically and is different from vertical two- tier mode.In China the structure of companies is a pyramid in which the board chairman is on the top, the middle part is the board of directors and supervisory board, and shareholders' meeting is at the bottom. The board chairman owns very big power and is in a special position. The operation rule in Chinese company is democracy inside and power centralization outside, which makes the members of Board of Directors be...