Based on the theory of Transaction Cost, this paper makes a research on corporate governance of state-owned-enterprises in a broad sense. The main governance problems of SOEs are proposed and analyzed in a different way: the adverse election on purpose of the secondary principals; rent-seeking to power; the stock (state stock or state legal person stock) not in circulation controls the stock (public stock) in circulation; the powers allocation between share holders meeting, board of directors, board of supervisors, the Party committee, the Workers Congress, and the labor union is unclear; the unitary self-check of accounting and auditing by the government. In view of the problems mentioned above, the paper puts forward countermeasures to enhance the corporate governance of SOEs: aiming at the checks and balances of corporation powers by means of stratification of powers, to reform the ways of the agents selection and composing; to simplify and reconstruct the exited governance pattern of SOEs; to decentralize the state owned stock right; to adopt twofold supervision by the National People Congress and the government.
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