Study On Corporate Governance And Management And Contral System Of Kailuan Group

Business governance is a universal study concerned by the whole world. It solves the problem of shareholder's supervision on the managers and the problem of balance mechanism. As the growth of the company in scale and the development of the disparate management, relevant enterprises make up an organic combination, namely Group Company. The group governance not only covers the problem of agency based on separation of proprietary rights from management rights, but also has to solve the problem of the trade expenses of the operation within the organization and the characteristic of imperfectability based on the contract. Through our making a series of structures relevant to group legal person governance, models of management control, management systems and designing corresponding organization structure, the realization of maximization of the group's value can be efficiently motivated. So the ultimate interests of the investors can be protected.This thesis summarizes and analyzes the three main models of group governance and its development tendency in the present world. Then, in the background of Kailuan, which is a state-owned outsize enterprise group with a long history,it reviews the governance and models of management control around the periods of pre-liberation, while-planned-economy and post-transformation period. It finds out the changing veins in Kailuan governance. It also analyzes the problems existed in the current governance structure. And then it analyzes the micro- environment factors for the development of the enterprise and illustrates the direction for the group. At last, according to the existed problems, it redesigns a legal person governance structure, which contains establishing one stockholder's meeting, the separation of the two rights, the standing like the legs of a tripod and the back of the"four rights". It selects a decentralized and mixed models of management control, which is strategic controlling type oriented. It designs the organization fabric of three levels of one group headquarter and strategic management units of four professional companies, one subsidiary company and one holding company and the unit's subordinate management units. It also designs"six and one"management control system of strategic management, capital operation, financial management, internal audit, human resources management, safety management and coordination service platform. The governance scheme and the imagining of the organization development illustrated in this thesis have an important reference value for the future development of Kailuan group.