Building up effective mechanism of corporate governance is a long focused question in the international society, especially in the last decade. Mr. Wolfensohn, President of World Bank, pointed out that "for global economy, to perfect mechanism of corporate governance is essential as to perfecting mechanism of state governance'. Now the "Rules on the Structure of Corporate Governance" formulated by the Organization for Economic Cooperation and Development (OECD) becomes an international datum of corporate governance. In order to strengthen the competitiveness of their domestic enterprise s, a lot of countries are paying close attention to structure the mechanism of corporate governance and perfect it according to the development of the global economy and new issues accompanied. Studying the character and development of governance mechanism of oversea commercial bank has most significance for building up and perfecting the governance mechanism of domestic state-owned commercial bank. This Article is divided into three parts: Part 1 The theory of corporate governance, which mainly includes: First, the meaning of corporate governance. Corporate Governance is also called as mechanism of corporate governance, structure of corporate governance, or structure of legal person governance. The meaning of Corporate Governance may be understood from the five aspects: concrete form, function, theory base, basic problem and potential conflict. Corporate Governance is such a mechanism to deal with the relations among the benefit groups of a company, investor (including shareholder and loaner), manager, and general employee. The structure of corporate governance consists of (1) how to deploy and execute control right; (2) how to supervise and appraise board of directors, managers and general employee; (3) how to design and execute inspiring system. Newly theory base of corporate governance is consign and agency theory and property right theory. With respect to consign and agency theory, enterprise is such an entity contracted between consigner and agent. In an enterprise, the relation of shareholder and director is same to the relation between consigner and agent. And the property right theory more believe it's the property right decides the control right in an enterprise. Corporate Governance covers a series concrete problems arisen in the interaction of shareholders, senior management, board of directors, and other benefit groups. Secondly, the produce of corporate governance problems. The property right of corporate enterprise is the cause of producing corporate governance problem. Corporate governance is brought by the system of legal person property right. The corporate system and legal person property right system is a reform in the development of enterprise, whose was to realize the good separation of owning right and operation right. The separation makes the effective operation of enterprise possible, but it may cause problem of low efficiency due to information asymmetry and the relation of consign and agency, which brings up problem of corporate governance. So effective corporate governance is very necessary for efficiency operation of corporate enterprise. Thirdly, the base and fundamental system of corporate governance. The base of corporate governance is property right. Deep into its nature, the problem of corporate governance focuses on restructuring organizing system and enhancing effectiveness. The fundamental system of corporate governance is consign and agency. Studying the problem of corporate governance is to study the consign and agency relation among shareholder, general meeting of shareholders, directors, board of directors, board of supervisors, managers and other benefit groups. In an enterprise who separates owning right and operation right, consign and agency is the most fundamental system of governance. Fourly, with respect to incompleteness of contracting, since it's hard to the arrange of property right to achieve best effect, agency is introduced. The perfecting of cor...
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