Research On The Diversification Of Listed Companies’ Governance Rules

At the beginning of twentieth century ninety times, when our country had established theShanghai stock exchange and Shenzhen Stock Exchange, the number of listed companiesSustained grow, the scale of stock market constantly expands. Approval of stock issuancesystem implementation as well as the non-tradable share reform is completed; the mainsystem barrier in our stock market has been eliminated. In2010, the quantity of the IPOcompanies explosive grows, the number of new listed companies jumped to the top of world,the number of listed companies and stock market value have been at the forefront of the world.With the government promotion and the spontaneous market evolution, China’s stock marketappeared the differentiation. On the basis of the original main board stock market, China hassuccessively established SME board and growth enterprise stock market, and in short time toa larger scale. Under the background of the market-oriented market and rich level of market,the listed companies of our country have been in the ownership structure, control type, thescale of the company, showing a variety of forms. Along with our country stock offeringsystem further market, listed companies in China will be more remarkable diversificationtrend.The article takes our country stock market the process of rapid development of listedcompany diversification of objective reality as the research foundation, takes listed companiesand their management problems as the research object, used comparative study, empiricalstudy, normative study method, draw lessons from developed countries’ listed corporatevaried governance rules experience of legislation, according to China’s listed companies todiversify is objective and actual, analysis on diversified governance rules of listed company ofour country the necessity and feasibility, and puts forward the concrete construction project.The thesis consists of five chapters, including about two hundred and twenty thousandwords.The first chapter is the introduction part. In the research background, the author pointedout the problems of China’s current corporate governance, i.e., failed to adequately addressthe diversity of listed company of our country reality, specific performance is as follows: Onone hand, some studies show that the state-owned shares alone big is China listed company’soverall characteristics, the governance reform proposals lack empirical foundation; On theother hand, some studies suggested that corporate governance rules should be unified and standardized, the listed corporate governance rules reform proposals lack flexibility andadaptability. In the research purpose and meaning, the author puts forward, the purpose of thisstudy is to construct the different types of governance of listed companies, which meet in thediversified demand of corporate governance rules. The research on the listed companiesgovernance rules diversified construction, help to solve different types of listed companies arefacing different management problems, help to reduce the listed companies especially themedium and small sized listed companies governance cost, help to promote China’s companylaw norms and national competitiveness. The author clarifies this paper studies on thecorporate governance rules meaning, from the company law rules classification perspective,these rules are the corporate governance mandatory rules and structural rules mainly whichformulated by the legislature and securities regulators. In the research perspective, the authoranalyzes the main point between the corporate governance mode convergence theory andtheory of difference, and the existence flaw of them, proposed the concept of listing ofcorporate governance rules diversification. The author analyzes the causes of the listedcompany and its management rules of diverse factors: ownership structure and control ofdifferent types, different company dimensions, economy in shunt process as well as the globalcompetition in the context of the company law and the securities exchange competition. Themain innovation of this paper lies in, system comparative study on behalf of the world’s maincorporate governance modes of developed countries listed corporate governance rules diversemanifestations and development trend, on the empirical investigation of China’s listedcompanies, summed up China’s Listed Companies in the ownership structure, control type,size and other aspects of the highly diverse, criticism the traditional view that thought onownership structure of Listed Companies in China is the state-owned shares alone big, thecombination of China’s stock market and listed company objective and actual foundation, putforward compose to build our country listed corporate governance rules specificrecommendations. The second chapter is on the main developed countries in the world andregions listed corporate governance rules diverse part of comparative analysis. The authorselects the representative of the world’s main corporate governance modes of the UnitedStates, Britain, Japan, Germany, France, the European Union and other countries and regions,the listed companies corporate governance rules diversification of the overall performanceand the reasons for the study. The author summarizes the above countries and regions listedcorporate governance rules varied mainly: first, the governance structure of listed companies the diversity and selectivity. Japan, France, the European Union and other countries andregions of the company law are for the company has provided a variety of corporategovernance structure, which based on their own free choice. In second, the listed corporategovernance rules obey the "to follow or disclosure"(comply or explain) principle. Britain andGermany and other countries of the legislature and the securities regulatory bodies in thelisted companies governance rules provides for mandatory corporate governance rules" tofollow or disclosure" principle, by the listed companies according to their own situation todecide for themselves whether to follow the mandatory rules on corporate governance. Third,create rule in direct response to the different types of listed companies under differentmanagement rules. The listed corporate governance rules in Britain, the United States andother countries, allow specific size or ownership structure of the listed company total orpartial exemption from the application of mandatory governance rules. While the continentallaw of France and Germany and other countries are directly targeted to specific types ofcompanies to develop special corporate governance rules.The third chapter is listed corporate governance rules author. The author uses theenterprise life cycle theory, contract theory, agency cost theory, competition of corporationlaw theory, analysis of the listed corporate governance rules of internal reasons fordiversification, corporate governance rules of diversified construction to find theoretical basis.According to the theory of life cycle of enterprise, in each stage of the process, the companieshave different features of the ownership structure and company scale. All stock marketsdiscriminate the listed companies in different stages. Listed companies in the stock marketdiversification and hierarchical context, corporate governance rules must be throughdiversification to meet the diverse needs of the different corporate governance of listedcompanies. According to the theory of corporate contract, the company is one of a series of anexus of contracts, corporate governance rules for the governance of listed company partiesprovide corporate governance contract template. By the listed company diversification of theobjective reality, a single contract template management rules are often difficult to meet theneeds of different types of listed companies, corporate governance as a contract template of alisted company governance rules should be diversified. According to the theory of agencycost, different types of listed companies faced different agency problems, while the agentproblem severity and decided the size of agency cost. In order to reduce the agency cost ofdifferent types of listed companies listed company management, implementation profit is the biggest change, must be aimed at existence different agency problem of listed company todevelop diversified corporate governance rules. According to the company law of thecompetition theory, under the background of economic globalization, countries through thedevelopment of flexible and selective diversification company law rules, choice in favor ofshareholders’ interest as well as easy company management rules of governance, to achievethe purpose of enhancing national competitiveness. Stock Exchange listed corporategovernance rules through diversification, attract more public resources. In the company lawand the securities exchange competition will not be defeated, should develop diversificationof listed corporate governance rules.The fourth chapter is a listed company diversification empirical investigation andResearch on the current situation of listed company governance rules part. The author of therecent period our country each plate in the stock market listed company ownership structure,control type, the size of the company, an empirical statistical investigation, summed up thecurrent situation of China’s listed companies diversification: State owned shares alone big isno longer the ownership structure of Listed Companies in China generally phenomenon, thedispersed ownership type, personal and family control type listed companies has become alisted company of our country main types; the plate stock market listed companies haveemerged the overall scale of the difference characteristic. The author analyzed our countrystock issuance and listing system and its reform, prediction of Listed Companies in ourcountry whole equity structure will be further distributed control type, will further thedevelopment trend of diversification. The author analyzes the current main existing statecontrol type, dispersed ownership type, personal and family control types and the differentcontrol type listed companies, as well as large and small scale in different types of listedcompanies are facing different governance issues, analysis of China’s current corporategovernance rules in the presence of excessive regulation, mandatory rules excessive and toomuch standardization issues, pointing out that the construction of the listed companydiversification management rule of necessity.The fifth chapter is a listed company governance rules diversified constructionsuggestion. The author thinks that our country currently have developed diverse corporategovernance rules the realistic foundation: the stock market has many levels, the listedcompany has diversified, our stock market is open degree expands ceaselessly, foreigninvestor shareholding proportion rises quickly, our country company law and the securities exchange, the overall lack of competitiveness. The author illustrates the construction ofdiversified corporate governance rules should follow the basic principles, the basis of theseprinciples, the author put forward compose to build our country listed companydiversification management rules specific recommendations: in the corporate governancestructure, the author proposed the introduction of the Anglo-American countries single boardof Directors Corporate governance structure, and for the national control type listedcompanies the most stringent corporate governance rules; On the corporate governancestandards for listed companies to reconstruction, introducing" follow or disclosure" principle;in the rights of shareholders rules for large listed companies, protect the interest of smallshareholder, proposed in the original ownership based on the increase in number of shares asthe right of minority shareholders exercise conditions, shareholders in the general assemblymechanism, listed companies based on different control types reform the existing Internetvoting, cumulative voting mechanism; The board of directors of rules, listed companies basedon different control types and sizes to reform the existing system of independent directors,staff representative director system, system of specialized committees; in the governance oflisted companies of other rules, suggestions for small and medium-sized companiesexemption to internal control system’s related rules, listed companies based on risk degreedifferent applicable classification supervision rules, etc.