A Study On Issues Of Commercial Bank Governance

The finance is the core of modern economy and the banking is the core of the finance in China. The reform of state-owned banks has become a significant issue concerning the state's development and stability. The dissertation studies several important issues about internal and external governance of banks in order to provide guidance and references for the reform of the state-owned commercial bank governance in China.After making a brief review of principal basic theories, the dissertation defines corporate governance and bank governance, constructs a general framework of bank governance, and demonstrates the particularity and some principal governance mechanisms. In chapter 3, the dissertation focuses on bank board of directors and the independent directors. It demonstrates the characteristics and trends of bank board in America, proposes a general idea on board reform of state-owned banks, studies in detail the governance effects of and the incentive mechanisms and constraints for independent directors, and makes some suggestions on how to improve the governance effects of independent directors.In chapter 4 and 5, the dissertation conducts a theoretical analysis on the governance effects of capital structure and equity structure, discusses the limitation of bank debt's governance effect, analyzes the current situation of state-owned banks' property structure, and proposes a general idea on how to improving it.Chapter 6 concentrates on the bank CEO's compensation incentive. The dissertation analyses the incentive implication of several forms of compensation, then focuses on the managerial equity incentive and constructs an analysis model of bank managerial equity incentive.In chapter 7, the dissertation discusses the motives and governance effects of bank mergers and acquisitions (M&A) thoroughly. M&A is an important external governance mechanism for banks. The motives of shareholders' value-maximization, bank CEOs' own preferences and the market competing strategies drive the CEOs to engage in large scales of bank M&A, and M&A has significant impact on bank shareholder's value, bank performance, efficiency and CEO compensation. In chapter 8, the dissertation compares the two important modes of corporate governance, demonstrates the evolution of western bank governance, and advances the objective mode of state-owned bank governance.