A Study On The Board Of Directors Governance And The Managers' Incentive Mechanism

The board of directors governance and incentive mechanism designs are the forward position subject in the field of corporate governance nowadays. On the basis of forefathers' newest thought and the newest achievement, Especially relevant principle of philosophy, economics, psychology, this paper studies on the the key structure of board of directors and the key incentive mechanism and puts out methods and measures to solve these great problems by using of comparative analysis, positive analysis, quantitative analysis , which has relatively strong theory convincingness and operating directive significance actually. This paper not only analyses and compares the development process of foreign corporate governance but also studies the real potision of China corporate governance, therefore summarizes the shortcoming and reason of China corporate governance. This paper establishes five kinds of structure of board of directors ,which can guide to perfect the structure of China board of directors .This paper studies on the manpower capital,incentive mechanism and other relevant questions by using of comparative analysis and quantitative analysis and establishes manpower capital vaule model and incentive mechanism model. Besides the study purpose,meaning, content and study foundation of the current situation both at home and abroad ,this paper can be Divided into four main parts . The first part contents on the theory of corporate governance,which makes it clear that theory is directive significance and developing directions of practises of corporate governance. The development process of the corporate governance theory is from enterprise ownership and control to paying close attention to protecting shareholder interests to pursuing interests maximization of relevant interests parts,which has promoted the forming of the system of modern enterprise and perfect of corporate governance function . However these theories seldom study the board of directors as an independent administration target . Just because of this one, this paper especially studies the company board of directors governance and the company incentive mechanism. Therefore,this paper reviews domestic and international companies manage practice activity from domestic and international companies in the point of the practice angles.It discusses basic type and characteristics and summarizes the shortcoming and reason of domestic and international companies manage practice, analyses the difference between the domestic and international company manages and offers the example of using for reference for managing the establishment of the mechanism in the company. At this kind the contrasts of theory and practice,this paper proposes three parts of corporate governance .First, the company manages structure is the foundation of corporate governance . Second, the structure of board of directors and relevant system arrangement is the core of the company manages . Third, establishing effectual encouragement tied mechanism is the key to the company manages .All the above parts has laid the theoretical foundation for following research work. The second part studies the corporate governance foundation ----the corporate governance structure. After analyzing the corporate governance development orbit which the company is from the traditional enterprise to the modern enterprise ,especially the form and the characteristic and excellent and inferior qualitily of the corporate governance structure ,this part proposes the imaginations of pluralism structure based on our country corporate governance practice activity and their development trends.It clearly Points out that the corporate governance should be combination of the inside governance and outside governance and especially the board of directors governance should be the core of inside governance. The statuses and function of company board of directors in the corporate governance proves that perfect functions, making science decision and supervised rationally the board of directors are the basic assura...