Study Of Corporate Governance Structure And Governance Of Listed Companies In China

Currently, international academic field has conducted a fairly comprehensive research on corporation governance, most of which is aimed on mature markets. However, there still lacks comparative study of governance between corporations with different ownerships such as state-owned and private corporations, particularly those state-owned companies. The research on such governance factors as ownership structure, as well as governance relationship is always conducted from one aspect. And the same is to the incentive mechanism study. On the other hand, since the concept of corporate governance has been introduced to China for a short period, there could not be any further study under the domestic situation. Most of the study just introduces new concepts and lacks the study in reality. Those discussions on ownership structure, independent director, stock incentive and financing structure are mainly based on theory, but without a persuasive and valuable conclusion. Thus, this dissertation focuses on domestic study and offers a more persuasive explanation.This dissertation is divided into seven chapters. Chapter one is an introduction, providing a brief introduction to the background, research scope and innovation of this dissertation.Chapter two is a review of basic theory on corporation governance . In this part, it gives a brief review on the definition of corporate governance structure, the insider control and its causes, ownership structure, financing structure and board structure, the relationship between stock incentive and corporate performance, thus laying a solid foundation for the following analysis.Chapter three analyses the main issues facing the listing companies in China. It stated with the fact that Chinese listed companies are facing complex and odd ownership structure, and had a deep analysis on the causes of "one shareholder" and influences imposed by insiders' control on corporation governance. The research tells that the problems we are facing now are different from developed and developing countries. Thus, we should not only refer to the international experience, but also consider the domestic situation to solve the governance issue for listing companies.Chapter four is about ownership structure and corporation governance. On the basis of general theoretical analysis of the relationship between ownership structureand corporation governance, we get the inference of characteristic Chinese ownership structure. Then we had a further empirical study on Chinese domestic listing companies and proposed an appropriate strategy for them. Since the state-owned shares are main cause for the unbalance of inner governance mechanism. In order to solve this problem, we change the traditional method of one state-owner shareholder to multi-state-owner shareholders, each with equivalent shares, thus forming the situation of multi shareholders, a high proportion but with little difference between each other. Such kind of layout is helpful to form effective mutual restricts, thus chopping up the complicated and countless ties between share-dominant group and listing companies. Since there is no single shareholder can be dominant, this structure is beneficial to improve and optimize the share structure and enhance the effectiveness of governance structure.Chapter five is about independent director mechanism and corporation governance. First, we have a brief review on the development of foreign independent director mechanism. Through its experience from implementation, we find some valuable points for reference. Then, we tell the key points to successively implement independent director mechanism in china, as well as put forward a strategy based on the comprehensive analysis about the current situation. Through study, we put forward the measures to insure the maneuverability of independent director mechanism. It is also feasible to set up special committee led by independent directors and insures its dominant position in those interest conflicts among shareholders, directors and management. Meanwhile, the decisi...