Research On Creditor Take Part In Corporate Governance

According to theory of corporate contract, all the stakeholders are subjects in corporate governance. Modern corporate governance should be stakeholders' co-governance, creditors are one of the chief stakeholders by enjoying important and legal credits to the company. Creditors' participation in corporate governance is the important component of stakeholders' co-governance. The function and value of creditors' participation in corporate governance lies in lowering creditors' risk to protect creditors' legal interests, and controlling insiders' control to ensure scientific and high-efficient decision of company.There are two types of legislative model on creditors' participation in corporate governance. The first one is indirect and passive model with the representative countries of Britain and America, whose characteristic is to give creditors right of influence on corporate governance indirectly by strengthening independence and neutrality of position of board of directors and requiring directors to undertake faith liability for company creditors, the function of organized capital creditors such as the bank is little in corporate governance; The second one is direct and active model with the typical countries of Germany and Japan, whose feature is that organized capital creditors such as the bank play a leading role in corporate governance with double statuses of chief creditor and shareholder.The financing structure of our country's corporation is similar to the financing structure of Germany and Japan 's corporations, that is, debt-to-asset ratio is high, and the shareholder's rights is highly concentrated. Hence, our country should use Germany and Japan's Corporate mechanism together for reference, and establish the mode that the creditors take part in corporate governance: reconstruction of the relationship of the bank-firm,establish bank participation in governing board mechanism (or bank participation in board of supervisors),establish proper debt provision mechanism,ect.