The Study On The Corporate Governance Of Listed Bank In Our Country

Since 1990s, frequent financial crises, global bank failures and the international banking sector through mergers and acquisitions have emerged in many situations. The reason is that the bank Corporate Governance exist deficiencies, the risk control is not sufficient, such as the excessive speculation of senior managers can not be effectively monitored. Eventually the quality of bank assets deteriorates, and then the bank failed. Commercial banks as the most important of all market activities of financial intermediation, the quality of their business is good or bad not only affect their own survival and development, but also the broad interests of depositors and social stability. Particularly in the deposit insurance system is imperfect circumstances, one bank insolvency may lead to the collapse of the banking system. Therefore, the banking sector corporate governance began to be a community concern. In order to prevent the financial crisis and maintain financial stability, protect the national economy, keep the stable financial operations, the International Monetary Fund, World Bank, the Basel Committee on Banking Supervision, and many other international financial organizations regard the improvement of bank corporate governance as an important measure to upgrade the anti-risk ability of commercial bank. Enhance governance efficiency become the main way of commercial banks to achieve stable operation and sustainable development.For the above reasons, this paper based on the reviews of the domestic and international research, focus on the research in the following areas:First of all, explain the meaning of corporate governance, through an overview of separation of ownership theory, principal-agent theory, incomplete contract theory and stakeholder theory to explain the theory origins of corporate governance. And gives this definition of corporate governance:corporate governance referred to in this article is corporate governance in the narrow sense, which is usually said the governance structure in China. It mainly deals with company owners, board of directors and senior managers within the company, including the rights among the participants a set of checks and balances and obligations of the system configuration. Reflected by the shareholders, board of directors, supervisors, managers, etc. formed the main corporate governance structure, their organizational rules, rules of procedure, decision-making procedures, as well as directors, supervisors and senior management members of the rights and obligations and to ensure that their rights and obligations of the effective implementation of institutional arrangements.Then, according to special economic features of Commercial Bank in China, the article analyzes the special nature of its corporate governance. Economic functions of commercial banks, including the core functions and into two categories. Core function is the commercial bank risk management functions. Sub functions of commercial bank include the function for the intermediate, the function of money creation, policy transmission functions and the functions of agency services. As commercial banks have a special economic functions and the inherent vulnerability, the corporate governance of commercial bank should in line with the general theory of corporate governance, while there are some obvious differences compared with the general industrial and commercial enterprises. These features mainly include:the complexity of the agency relationship, the high-leveraged capital structure, the soft constraints of claims, and the information asymmetry of products and high-risk of operation and so on. And take the specificity as the starting point, through the comparison of three goals, which means the maximization of shareholder value,the protection of interests of investors and stakeholders, we can find that the most appropriate target of bank governance should be to maximize the value of commercial banks.Then, from three aspects include the ownership structure, board structure, board of supervisors and senior management to explain the internal checks and balances mechanisms, describe the impact on the performance of the listed banks, and point out that good structure conducive to raising the listed bank's performance, enhance its competitiveness, so as to achieve the targets of bank corporate governance.Later, the article based on the Annual Report of 14 listed banks in China to analyze the status of corporate governance, through analysis, to identify the existing problems. Issues include:the existence of one strong stock, the absence of owners and internal control, poor credit constraints, poor incentive mechanism, lack of information disclosure, board of directors and board of supervisors insufficiency and so on.Finally, according the problems of listed bank corporate governance, combined with its specificity, to give the policy recommendations to improve corporate governance of listed banks. Recommendations include:promoting diversification of ownership structure, optimize the ownership structure of listed banks; complete the functions of board of directors and supervisors of listed banks; complete the stock option plans of listed banks, to establish effective long-term incentives; strengthen information disclosure of listed banks and so on.