Analysis And Countermeasures On The Problems Of Corperate Governence To The Listed Corperations In China

Corporate Governance is an issue with great theoretical and practical significance. Back to 1995, World Bank experts such as Aoki had asserted that the corporate governance structure should be a central topic for corporate reforming. On the condition that the economy in China is currently in the course of system-transfer, regulating the state-owned enterprise especially the listed ones' governance structure is more necessary. But at present, the conditions in our country on constructing modern corporate system are not enough. That means we have no model to take completely. An effective set of corporate governance usually has incentive and constraining mechanism. Now, the listed corporations have met lots of sharp problems, and they have been on the risk of the continuous developments of capital market. In order to perfect the corporate governance system, we must do it both from internal and external, and instruct relative beneficiaries to supervise the listed corporations. These will promote the corporate to make their strategy more scientifically.The main problems that the listed corporations displaying are these as follows: unreasonable share ownership structure and no circulating; inside control; share holder committee, directorate and supervisor committee unable to function perfectly; lack of constraining from the creditors and professional manager market. As a result, some excellent state-owned enterprises step into difficulties quickly. The basic reason is the state shareholders have privilege and they have even controlled the shareholder committee, directorate and supervisor committee, and the manager as well. This kind of arrangement leads the basis of rights on allotting and balancing to being disappeared. Furthermore, the external corporate governance systems, such as the risk of being replaced by the creditors, competitions between the professional managers and the impetus of institutional investorshave not been very strong, so the corporate governance both internal and external is just like a castle in the air.In order to settle the problem on supervision, the most direct way is rebuilding the structure of the shareholders. In general, these shareholders will supervise the corporation carefully. But in practice, we have no proper ways to decrease the share ratio of state-owner in short time. Moreover, other attentions, such as state-own control company, also can't remedy the flaw on the absent of the state owners in essence .So this still can't supply adequate impetus to supervise. Then we have to depend on the relative beneficiaries to do this work. But now can we insure the relative beneficiaries to have enough rights and competence? No! Presently, one way we might take is on the basis of the supervisor committee and takes advantage of its professional ability. But obviously, what the company law described can't meet this requirement. We have to rebuild the internal corporate governance structure. On the condition of not changing the basic function of directorate committee and management, we improve the position of the supervisor committee and supply it with more rights to increase its ability. In this way, we can balance the rights and obligations .So the paper have put forward opinions on establishing a new corporate governance mode with Chinese characteristic.