Research On Corporate Governance Of Listed Companies With Dualistic Shares

Corporation has shown significant effect on the development of productivity. However, 'principle-agent' problem derived from the divorce of ownership from control has been harassing the development of corporation and even threatening the security of national economy and finance system. So, certain systems and mechanisms, Corporate Governance, were set to deal with the problem. The paper aims to present the measures to eliminate the practical problems in corporate governance of Chinese listed companies by researching the theory of corporate governance.The paper founds the architecture of corporate governance and makes the range and definition of corporate governance clear. Corporate governance should be composed of internal governing structure and external governing mechanism, including seven factors. Internal governing structure focuses on authority, supervision, motivation and control among shareholders, directors and managers. External governing mechanism includes lawful mechanism, regulating mechanism, marketing mechanism and social mechanism. The paper compares several models of corporate governance in the world, studies the trend of corporate governance and draws the conclusion that different countries incline to take the same rules of corporate governance. The paper studies the dualistic shares structure and disfigurement of governance in China. On the balance that the dualistic shares structure can not be expected to change in the near future, the paper presents practical measures such as reforming shareholders voting system, founding national association of stock investors, reforming independent directors system and so on. Especially, the paper raises the system that the securities brokers act as agents to vote for the shareholders who hold A-shares, B-shares or H-shares and the system that independent directors were elected by public agency. Then, the paper suggests a new idea that the surplus was distributed among shareholders according to their contribution to the surplus and founds the method and the model to distribute the surplus among dualistic shareholders. At last, the paper founds a rating system of corporate governance on the basis of the future governance rules and evaluates some listed companies practically.