China's State-owned Enterprise Corporate Governance Research

In these twenty years, the problem of corporate governance has always been an important and hot topic on which Chinese and foreign specialists, policy-makers and entrepreneurs have been working to find the best solution.During China's transition, establishing the modern enterprise institution and perfecting the governance organizations and mechanisms are the core of the state-owned enterprises' (SOEs) reform and development. Corporate governance involves not only the allocation of property right, but also the establishment of the internal governance structure, the perfection of the capital market and the laws, the participation of the institutional investors, the protection of the stakeholders' interests, and so on. Based on the firm theories, the transition theories and the corporate governance theories, this dissertation studies the structure of the corporate governance system, the foreign corporate governance patterns and the facts of China's SOEs. The dissertation offers the principles of the China's SOEs corporate governance and gives some advices to the government to promote the reform of corporate governance. In Chapter 1, the author explains the motive and the realistic meaning to the study of the topic, surveys the previous researches on the topic and clarifies the methodology, the frame and the new points of the dissertation. In Chapter 2, the author explains the relevant concepts and theories on corporate governance, analyses the corporate governance system and studies its internal and outside organizations and the mechanisms. Corporate governance is defined as serial institutions based on the separation between ownership and control that coordinate the interests among the shareholders, the managers and others stakeholders in order to achieve scientific decision-making and effective operation. The corporate governance system comprises the internal and outside organizations and mechanisms. The internal organizations include the general meeting, the board of directors, the supervisory board and the executives. The internal mechanisms include the decision-making mechanism, the incentive mechanism and the supervisory mechanism. The outside organizations include the markets, the laws, institutional investors and the government supervisory departments. The outside mechanisms include the takeover mechanism, the information disclosure mechanism, the bankruptcy mechanism and the government supervisory mechanism. In Chapter 3, the author analyses the two typical patterns in developed countries that are the American Corporate governance and the German and Japanese corporate governance. He concludes that the different patterns are developing into an international model. The capital market and the institutional investors are very important in the international model and there are independent director institution, stock option incentive plan and strict disclosure regulation. The author also studies the privation and the corporate governance problems in Russia and Czech and gives some advices to the transition countries. In Chapter 4, the author analyses the different governance efficiency between the private property right and the stated-owned property right and studies the different corporate performance among ownership structures. He concludes that private companies perform better than SOEs and the optimal ownership structure is the coexistence of some large shareholders one of those is a holding shareholder. Therefore, the author designs the optimal approach of the SOEs property right reform. In Chapter 5, the author surveys the history of the governance institution of China's SOEs, and advices that the supervisory obligation and the operational obligation of the SASAC (State-owned Assets Supervision and Administration Commission of the state council) should be separated and that three central state-owned assets operation commissions should be established. To achieve multi-governance, the representatives of the SOEs' employees and the loaners should be permitted to be directors or supervisors. The go...