Corporate Governance

To establish modern enterprise institution is the direction of reform of Chinese state-owned enterprise. What's more, the efficacy of corporate governance is the core of corporation that is supposed one of sufficient form of modern enterprise institution. Although there is no systematic and complete research on corporate governance, corporate governance has deep influence. Thus it can be viewed as an important research in theory and in practice.A concept of wide comprehension of corporate governance puts emphasis on a series of institution of contracts among all correlative stakeholders and environment on which the institution is based. In theoretical resource, agency problem and incomplete contract is key of corporate governance. On the other hand, corporate governance is developing down two roads: How to control with agency problem and How to dispose ownership of state-owned enterprise. To deal with agency problem, the forms of corporate governance exist. In essence, corporate governance is contracts of disposition of ownership of enterprise. Through analysis and comprehension, we set up a theoretical frame of corporate governance to explain operating corporate governance. That is, we provide a systematic research to corporate governance in form and in essence. On one hand, we discuss how to deal with agency problem based on agency theory and correlative stakeholder theory. Agency theory supposes that manager should serve for stockholders' max interest. According to correlative stakeholder theory, manager should serve for all correlative stakeholders. So all parts should have chance and right to take party in governance. On the other hand, corporate governance is contract of ownership of enterprise in essence. Because of incomplete contract, there exist ownership of enterprise which it will have an effect on corporate governance. The ownership of capital will influence contractual disposition of ownership of enterprise. Thus the disposition contracts have variety of forms, such as "capital hire labor" or "labor hire capital" sole-part contract and "correlative stakeholders corporate" all-parts contract.In application analysis of Chinese state-owned enterprise, we point out a. clear research path that from capital ownership institution to property right to disposition of ownership of enterprise to corporate governance. Chinese state-owned enterprise is based on socialist system, so state-owned capital has character of property right belongs to all people. Thus enterprise has double lays principal-agent. Because real capital owners have no ability asreal stockholders have, the disposition of ownership of enterprise is similar to "labor hire capital" contract and the corporate governance has significant characteristics of "governor influence and manager control". To realize efficacy disposition of ownership of enterprise, the correlative stakeholders should have ownership of enterprise. Accordingly, the corporate governance of state-owned enterprise should have institutional change, which is the transition into "the correlative stakeholders corporate" corporate governance.