The Law Of The State-owned Corporate Governance Structure

Corporate governance has much bearing on its competitiveness. Therefore in reality significance exists in the study of the corporate governance of solely State-owned Corporate in competitive fields. Our country's solely State-owned Corporate involve a wide range, from corporate with production of special products and operation in special spheres to those with manufacture of ordinary products and operation in competitive fields. According to the point view of this article, a large gap in law lies in these two categories. The first category is oriented toward implementing the government's public function. The establishment of such kind of corporate by the government is, not aimed to make profits, but aimed to provide society with products or services that the market fails to do so efficiently and those for which the market is not the appropriate provider considering the public interests. In other words, such category of solely State-owned Corporate implements the extended government's function of sustaining and promoting the market and safeguarding the public interests. From the perspective of the establishment purpose,such corporate can be categorized as public legal persons. The second category, just like other kinds of corporate, is profit-oriented instead of being aimed to carry out the government's public functions. The government is the investor that has no differences from other subjects in civil relations that have invested. Therefore, such category of Corporate obviously has the feature of business subjects and the nature of private legal person in law. This thesis is focused on the second category, solely State-owned Corporate in the competitive fields. Solely State-owned Corporate is our country's invention and a very unique legal construction in corporate law. Though slightly different from one-man company, it still has the basic characteristics of the latter and thus is one of its subcategories. Solely State-owned Corporate have de facto independent assets, the State takes liability only tothe portion bearing its investment, and the corporate liability is limited to its aggregate assets-all these are the features of one-man company. The only exception in solely State-owned Corporate is that the sole proprietor is the State, a special subject, and the special ownership structure thus arising leads to some problems of special operation that are different from those faced by ordinary one-man company. The governance structure of solely State-owned Corporate is aimed to solve problems of governance and governance system is certain to play an important role in improving the performance of solely State-owned Corporate. At the same time, it must be realized that such a role has its limitation because governance is only one of the factors affecting the performance of solely State-owned Corporate. This article holds that the misunderstanding should be cleared and it must be realized that governance structure does not equal governance mechanism and the governance structure system has its limitations and is one of the elements affecting the results of corporate governance. This article insists that misunderstanding that governance structure equals government mechanism should be dispelled, and the limitation of the governance structure system must be clearly aware. Meanwhile, sufficient importance shall be attached to market, political and social factors that affect the results of the corporate governance. The peculiarity of the issue of the governance faced by solely State-owned Corporate lies in the fact that these corporate have the problem of agency, as the ordinary corporate, the problem of control encountered by sole proprietorships, and their own problem of entrustors, a combination of all three major issues. The issue of entrustor is a result of both the factor of the factual separation of ownership and controlling power, and the factor of system design. The issue of control originates from the fact that the government is the sole proprietor and the capacities of shareholders and corpo...