| The improvement of listed corporation governance structure in China is covered in this thesis. The corporation governance structure impact on a corporation performance greatly. How to build up an efficient and effective structure is the key to normalize the reform of state-owned corporation. The listed corporation is the analyzed target in this paper and a scheme aiming at the improvement of the listed corporation governance structure is made from the perspective of capital structure. An effective capital structure is the premise of an effective corporation governance structure. The train of thought is to change the state-owned shares to the preferred convertible shares so that the corporation governance structure can be ameliorated. The thesis consists of 3 chapters. The following is the abstract of each one.The first chapter summarizes the documents on corporation governance structure so as to get a basic frame of corporation governance structure. It is made up of 3 sections. In section one, the corporation governance structure is defined in the ways of both narrow sense and broad sense. And the nature of the corporation governance structure, which contains a series of incomplete agreements that leads to the magnitude of residual rights arrangement, is pointed out according to the definition. The residual right has two facts which are residual claim right and residual control right. The governance structure is to solve the allocation problem of the residual claim and control right in different companies. Some clues about the governance structure in works on economics are discussed in section 2. There are 3 directions which are on principal-agent theory, capital structure theory and entrepreneur theory. According to the principal-agent theory, the relationship between managers and shareholders is that of principals and agents, so the key is to motivate and restrict the managers to lower agent cost. In capital structure theory, different capital has different agent cost. The best structure is that has the lowest cost.The body of the corporation governance is the main topic in section 3. The bodies of the corporation governance are various while the traditional theory regards the shareholder as the main body. The idea about the diversity of the governance bodies provides the base for discussing the corporation governance structure from an even wider scope. It's very important for this thesis.In chapter 2, a practical approach is made to the governance structure. Section 1 analyzes the core problem of the governance structure reform in state-owned enterprises. On one hand, the manager should have enough right to manage state-owned enterprises without shareholders' much intervention, on the other hand, they ought to be restricted by the shareholders to maximize their benefits. As far as state-owned enterprises are concerned, if the government intervene the enterprises' affairs more than needed, the result is the ambiguity between the government and the enterprises. If it is to the other extreme, the enterprises will be out of control. In general, the core is to solve this dilemma. Section 2 is the historic review of the reform of state-owned enterprises. Based on the review, the listed corporation governance structure is further analyzed. The section is divided into three parts. Part 1 makes a brief analysis to the governance structure of the traditional SOE; part 2 is an analysis to the change of the governance structure during the reforming course (1979-1992); part 3 is about the change of SOE reform since the 1992 ( the target of the SOE reform being established).Section 3 analyzes the governance structure according to the capital structure. The section is divided into four parts. Part 1 analyzes the fundamental mechanism of the governance structure from the inside, the outside and the credit right. Part 2 analyzes the irrational phenomena of the capital structure of the listed corporation from irrational ration between debtors' right and the shareholders' right. Part 3 points o... |
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