| The concept of corporate governance originates from the developed countries in the west, and each of which has distinctive characteristics on the concept respectively, with America, Japan and Germany the most typical three. Learning the experience on how to carry out corporate governance in western developed countries will have great help in rectify and standardize corporate governance in China.1. Origin of corporate governance and its connotations1.1 Origin:Corporate governance is product of joint-stock company. Joint-stock company causes the separation of two powers. That's to say, it leads to the appearance of a principal-agency relationship on capital. Due to the difference on the objectives the principals and agents pursuit, the factors like the incompleteness of enterprise contract, information asymmetry and some other dynamic factors, the agency hazard is easy to come out. In order to alleviate agency hazard, it's necessary to establish a series of management and governance systems in the enterprises to standardize the conduct of owners, operators and workers. That's why corporate governance came out.1.2 Connotations:Corporate governance is the arrangement of the systems in enterprises in a certain country. This kind of arrangement decides whom the enterprise will serve, who will control the corporation, how to distribute the risks and interest among investors, managerial staffs, workers and the stakeholders, how to frame the super managerial group and how to make decisions. In essence, corporate governance is a mechanism to supervise the conduct of the managerial staffs.2. Characteristics on corporate governance in America, Japan and Germany2.1 America:2.11 Coexistence of individual shareholders and corporate shareholders with the latter as the main partAs for the control of stocks, before 1960s, the stocks were mainly in the hands of individuals; after 1070s, the proportion of the stocks in investors' hands rose up and investors became the dominant in capital market.2.12 Authorized capitalismAuthorized capital means that only part of the stocks of the corporation stipulated in the regulations are issued, and some more will be issued under the decision of the board of directors with the development of the corporation.2.13 Unitary corporate governanceIn American corporations, there is a shareholder assembly, the board of directors and the agencies attached to the board of directors and CEO, but there is no supervisory board. And in order to strengthen the function of supervision and control to the corporation, there must be some outside directors.2.14 Supervision and restriction system in corporate governanceThe supervision and control in corporation are mainly from: (1)restriction from shareholders (2)restriction from corporate governance and the regulations of the corporation (3)restriction from market (4)restriction from law.2.15 Stock option as a main means of stimulating managerial staffsThe most effective means of stimulating managerial staffs to contribute more profits for the stockholders is to integrate the interest of managerial staffs and the shareholders. In American corporations, stock option plays a significant role in reward distribution. 2.2 Japan:2.21 Cross stockholding between corporations In Japanese corporations, the stocks are mainly in the hands of the corporations, the financial institutions and enterprises. The proportion of cross stockholding is high but the mobility of capital is low. And the corporations are hard to sell their stocks.2.22 Unity of the powers in decision-making and executingJapanese corporations keep the balance of power in managing system, with the board of directors, the supervisory board and the stockholder assembly three power- balanced organs. Within the corporation, from Head of the board of directors, the Manager General to the directors- all are decision-makers and managerial staffs.2.23 Managerial staffs in leading role in corporationsThe managerial staff in Japanese corporations have the pow...
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