| Corporate governance is the most important organization framework of modern corporate system and a system for managing & controlling corporations. It has not only provided for responsibilities and functions and powers of participants in a corporation, such as board of directors, management, shareholders and other parties of interest, but also clarified the rules and procedures in policy decision-making. The core of corporate governance is the agency relationship. The objective of corporate governance is to lower agency cost so that owners do not interfere in the routine operations of a corporation and ensure that the management severs the purpose of maximize the interests of shareholders and the corporation as a whole.ZC Online Co., Ltd is a high-technology company founded one year ago. It has the excellent managers and technologists who have rich experience in their work. The system of "Instant Lottery Online" is an advanced project in the world. The company has three owners. Though they have rich capital and experience in IT industry, they cannot operate the company very well. There are some typical phenomena of the corporate governance in the company.Chapter one makes detailed write up on these phenomena.Chapter two systematically establishes a theoretical frame of the corporate governance in order to achieve a clear guidance and comment of the situations of the corporate governance in the corporation.Chapter three analyzes the basic situation of the governance of the company. The nature of state ownership of a state relatively controlled is the cause of higher waste and lower efficiency. The absence of ownership of state owned also lead the same result. In the meanwhile, the state equity control is not clear, so it leads to the serious phenomena of internal control.Chapter four makes suggestions on improving the corporate governance of ZC on Line co., Ltd. The form should establish and amend the functionalized and specialized board in the corporate so that it can get better governance performances, enhance the function of the supervisors and introduce into independent director to monitor the boards and the executives. The owners, the board of directors and the executives should strictly obey "the Corporate Law of People's Republic of China" and the corporate constitution. The company should pay more attention on the interest of other relative person of the company and so on.In fact, the so-called modern corporation governance does not refer to any specific form of corporate governance structure. The effective corporate governance system is specific to each different enterprises, which depends on the phase of the enterprise, the capital structure, the nature and ability of the owners, also the technology, the corporate cultural background, and so on. Therefore, ZC online co., Ltd. should search for a specific type of modem corporate governance systems by institutional and organizational innovations.The new point of this thesis is that the corporate governance will also affect the ordinal corporate management and operation, then to performances. |