| The state-owned commercial banks (SOCBs) reform in China is in fact the reform of SOCBs' governance and management,and establishing modern enterprise system refers to establishing a complete and standard corporate governance structure and scientific management system. It is an urgent problem to be solved in the reform of SOCBs that the corporate governance structure needs to be standardized. As a result,the research on corporate governance is of great importance both in theory and in practice.The problem of corporate governance has always been an important and hot topic on which Chinese and foreign experts,governmental policy-makers and entrepreneurs have been working to find the best solution. The theoretical depth and range of this problem and the complexity in practice bring great trouble to those experts. Corporate governance involves not only the allocation of property rights,but also the establishment of the internal governance structure,the asymmetry of internal and external information,the portion human resources,the equilibrium of capital market,the application of the theory of stockholder model and the different social,political,economic and cultural backgrounds in different countries,and so on.This whole thesis is divided into four chapters and the main contents are set forth as the followings:Chapter One is about the meaning of corporate governance and the drawbacks of the corporate governance of SOCBs. In the first place, the author enumerates a lot of different opinions about the meaning,analyses carefully their diversity and shows his attitude towards that. In the second place, the thesis describes the basic situation of the SOCBs' governance and points out that the drawbacks consists of four parts which are "theabsence of ownership", "the phenomenon of internal control","the absence of incentive mechanism" and "the absence of rivalrousness".Chapter Two probes into that it is necessary to consummate the corporate governance and explains it from two angles. One hand,the thesis discusses it from the angle of the human nature and especially talks about it on the background of the separation of ownership from managerial authority. Corporate governance derives from the modern corporation's property structure. The separation of ownership and managing right,in detail,the separation of shareholder's stock ownership,corporate ownership and managing rights,makes it necessary to establish the mechanism of balance of rights within a corporation. From the viewpoint of agency theory,corporate governance is the mechanism for solving all kinds of agency problem within a corporation. As far as SOCBs are concerned,it is necessary for us to discuss corporate governance based on agency theory. On the other hand,from the angle of financial industry the thesis explains the necessity.Chapter Three expounds the SOCBs' choice about the model of corporate governance. Firstly, the thesis talks about the typical governance model in foreign countries and introduces the Anglo-American corporate governance and German or Japanese governance structures. We could benefit from those experiences. Secondly,the choice of SOCBs' governance model is discussed. Thirdly,the thesis probes into the principles of the corporate governance. It involves two sides: one is power and balance and the other is inspirit and restriction.Chapter Four gives some suggestions about the perfection of the SOCBs' corporate governance. The thesis talks about it in seven different parts. The main contents are as followings:(1)realizing the departure of politics and economy in the SOCBsï¼›(2)reconstructing the SOCBs into joint-stock companiesï¼›(3)perfecting the incentive and restrictionmechanismï¼›(4)perfecting the institution of the shareholder's Annual General Meeting(AGM) and especially protecting the rights of medium and small shareholdersï¼›(5)normalizing the institution of the Board of Directorsï¼›(6)strengthening the power and function of the Supervisory Boardï¼›(7)consummating the exterior environ... |
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