| The reform of domestic corporate governance has already begun to enter into the stage of adjusting to the market from the“violation”stage after breaking through the fetter of planned economy and after finishing the mission in phase. Establishing and improving of the internal corporate governance mechanism has become one of the key problems in our country. Due to the lack of practical experience, using of the foreign successful experience for reference is one approach. In our country, as shown in the literature, the research on the American-European corporate governance mechanism is comparatively deep, while the research on the Japanese corporate governance mechanism seems insufficient.In fact, the mechanisms and methods in China, such as“insiders’control”, internal supervision mechanism, the company’s legal system, developing stage of control market, shareholder structure and stock fluidity and so on, are much similar to those in Japan. Since the end of 1990s, especially, Japan has raised an omni-directional and profound corporate governance in order to tackle the situation that its international competitiveness is dropping severely. China has also entered into the stage of improving the reform of the corporate governance since 21st century. Therefore, such research not only can provide the new system of corporate governance with the experiences and examples, but it is also useful to reduce the system cost when Chinese enterprises land on the Japanese stock market. In addition, the case research based on the company’s data in the 21st century can be used to examine the relevant theories that are still in dispute, and it is meaningful to enrich and develop the theory of corporate governance.In this paper, through applying the many methods, such as history induction, case analysis, evolution analysis and so on, the corporate governance mechanism in Japan is restudied involving system background, the influencing factor, evolving characteristics and reform. Following the“theory-driven”modeling approach, adopting empirical analytical methods such as statistical analysis, static non-equilibrium panel data and dynamic panel data model, the parameter and non- parameter demonstration and so on, the dissertation studies the issues in Japanese internal corporate governance mechanism like governance efficiency, interaction mechanism and reform performance. The main conclusions are obtained as follows: (1) Strengthen external governance mechanism of governance function and it has the coordination influence on the internal. Under the circumstance of the economic globalization and due to further deepening of communication as well as the change in domestic system environment, Japan has reformed Japanese-version finance. Afterwards, the great changes in the external corporate governance mechanism have taken place, and these are some as follows: (i) the indirect bank financing means is transforming to indirect market financing means,and its positive effect on the corporate governance is emerging; (ii) The control market develops rapidly, which promotes the reform of Japanese internal corporate governance mechanism; (iii) the legal system of company was revised actively, and it has been changed from controlling forehand. In the meantime, the company’s electronization has been realized, and the protection of investor right has been strengthened; (iv) The reform of the accounting system has promoted the reduction of cross-ownership, improved the level of information announcing, transformed emphasizing creditor interests to emphasizing shareholder interests, strengthened the standardize of related transaction.(2) In Japan, the internal corporate supervised and incentive mechanisms are being improved in order to overcome the system defects and to strengthen the function of governance. As a result, shareholders’convention is being transformed from the“empty shell”model to“open and active”model. The defects of the system of board of directors, such as dummy setup, poor efficiency and imperfect mechanism etc., are being overcome. In the meantime, the systems such as introducing executive managers, engaging the independent director or setting up committee etc. are being developed. Operator incentive mechanism is being transformed from the fixed remuneration to the achievement-related remuneration. In the company, a special department that determines salary is set up. As a result, operator incentive mechanism has played a positive role(3) By studying the efficiency of Japanese internal corporate governance mechanism, the following opinions as obtained: (i) The relationship between the shares concentration and corporate performance are obviously positive when external supervision mechanism is effective. On the contrary, the counterbalance to the largest shareholder has obvious negative effects on corporate performance. The centralized shareholder structure is better than the counterbalance structure as far as the effect on corporate performance is concerned, and there are some industry differences between them. This conclusion is different from that of other scholars in our country; (ii) The scale and average age of board of directors have obviously positive correlation with corporate performance. The correlation between the corporate performance of high growth enterprise and the union of chairman and general manager positions is also positive. But, it takes one or two year for the function of governance efficiency of independent director system to be bought into full play. This conclusion is on the contrary to the most scholars’pessimistic attitude towards independent director system. (iii) The stock price and performance of the company in which the operator stock time power system is introduced is obviously higher than one in which the system is not done. The incentive effect of the operator stock time power system on the high-tech enterprise is obviously better than the system in the traditional technological enterprises. (iv) The directorate and the supervision mechanism of board of directors are complementary to each other. The mechanism of shareholder controlling, the supervision of board of directors, the supervision of supervisors and operator’s incentive, etc, can be substituted with each other. This conclusion seems to enrich the hypothesis of substitute effect, and it also provides the complement effect with the experience evidence.In this dissertation, three innovative contributions are made as follows:(1) Four new laws about the efficiency of internal corporate governance mechanism are discovered. By focusing on the research object from the whole scale of the company to different scale, properties, trade aspect, four new laws are discovered finally: First, bank holding has obvious positive influence on corporate performance. Particularly, the positive effects of stock incentive are so significant for the small and medium-sized enterprises, middle rate of return enterprises and low and middle Liabilities enterprises. Second, institutional holding has obvious positive influence on corporate performance. Particularly, the positive effects are so significant for large-scale enterprises, high rate of return enterprises and high growth enterprises. The positive impact of domestic institutional shareholder on corporate performance has exceeded foreign institutional shareholder. Third, the rate of cross-ownership has obvious positive correlations with corporate performance. The smaller scale, the lower rate of yield and the lower rate liabilities of the enterprise are, the greater the impact on corporate performance cross-ownership is. Four, operator holding are obvious reverse“N”correlation with corporate performance. (2)Using comparative method of parameter with non-parameter examining, this article studies the problem of the reform performance of Japanese internal corporate governance mechanism. The result reveals: Introducing executive manager mechanism is favorable to the improving of corporate performance. The rank of efficiency of internal corporation governance model that the new system makes up from high to the low order is compromised Japan-America model, Japan reforming model and Japan traditional model. It is still unable to judge whether American model being introduced to committee system will improve corporate performance. In addition, under the paradigm of evolving economics, this article studies the effects of technological changes, political rights and culture consciousness on the changes of Japanese internal corporation governance mechanism. Using convention and the test theory, the dissertation explains the“reverse”phenomenon that Japanese internal corporation governance mechanism shows. Using innovational and coordinative evolving theory, the dissertation explains the interactive mechanism between the innovation of internal mechanism of corporate governance and corporate governance mechanism. Prediction of Japanese pluralistic modes of corporate governance will continue under the coupling action of the path-dependence and butterfly effect. It will be a key to reform Japan traditional mode in the future. The changes of complementary system will impel Japan to continue resuming attention to shareholder interests.(3)In the domestic range, by handcraft recording one by one, the dissertation, for the first time, collects relevant data of all manufacturing industry listed on one of Tokyo (mainboard market) , all together 6 years, 863 companies, 45 variables, add up to more than 230,000 observations. This article has used the most prevalent international analyzing tools of panel data model at present, and has made up the deficiency of standardized analyses from the second-hand data.On the basis of studying Japanese internal corporate governance mechanism, this article puts forward the following policy recommendations for improving Chinese corporate internal governance mechanism:(1)Improving the policy orientation of Chinese shareholding structure. It shouldn’t reduce the rate of shareholding of the largest shareholder and transform absolute controlling shareholding structure to counter-balanced shareholder structure. For some trades, it is unsuitable to adopt counter-balance structure. (2)It is unsuitable to introduce Japanese main banking system, but we should use Japanese bank holding enterprises’shares for reference, exert banks’positive role to the company, remove the law limit of forbidding banks to hold shares, particularly, bank holding shares for the small and medium-sized enterprises, moderate yield enterprises and low and middle liabilities enterprises should be emphatically developed.(3)We should establish the principle of developing preferentially domestic institutional investors such as the fund management company, securities broker company, insurance company and property management company, etc. Lead the institution shareholder to hold share for large-scale enterprises, high earning ratio enterprises and high growth enterprises actively.(4)We should make our endeavor to recommend cross-ownership of small and medium-sized enterprises, recommend setting up the system of cross-ownership between weak anti-risk enterprises , low rate of return and low Liabilities enterprises.(5)Insist on establishing the independent director system. We should consider engaging the elders while employ directors. Particularly, it is suitable for the directors ranking the first three. We should advocate taking two posts into one in the high growth enterprises, but recommend separating the two posts in low growth enterprises.(6)The emphasis of implementing operator incentive mechanism does not lie in raising operator’s shareholding ratio, but design rational holding share extent. Stock option system should be pursued in the high-tech enterprise especially, and traditional technological enterprises should be implemented prudently.(7)We should strengthen governance mechanism with the advantage of our company based on the substitute effect and exert the complementary effect of governance mechanism. The manager system should be popularized actively and the reform of American-style committee system project should be chosen cautiously. |
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