State-owned Insurance Corporate Governance Research

This dissertation is composed of five parts:The first part introduces the related theories of corporate governance. At first it gives the definition of the corporate governance, which is the framework of the modern companies on management, stimulation and limitation. The problem of corporate governance results from the separation of the owner right and the control right, which on one side improves the running efficiency of the modern companies, but on the other side also increases the agency cost.In the author's opinion, the corporate governance functions from two sides, the external side and the internal side. The market of control right is the external side. After the buyer acquires the company's control right, he can reconstruct the power and the human resource of the company, thus changing the strategic decisions in the long run.The corporate governance is closely related to the enterprise institutions. The essence of corporate governance is to make the high efficiency enterprise institution. The enterprise theory discusses the necessity of enterprise from three aspects: transaction costs, risks, and property right. The enterprise theory indicates that enterprise is the group of a series of the contracts, which is imperfect and it is impossible to predict the results of the enterprise in the future, thus implying the importance of the ownership right for the enterprise. The effective corporate governance must resolve three problems: the mechanism to stimulate, the mechanism to choose the qualified managers, and the combination of the decision-making rights and the knowledge.From the perspective of transformation of the enterprise institution, the ownership rights of enterprises become more and more diversified, which makes enterprises more competent to raise money and take risks. The diversified ownership right also makes the shareholders difficult to control the managers. The corporate governance is to make a framework to protect the shareholders' rights and limit the managers' behavior, and to lower the agency costs as much as possible.The second part analyzes the external mechanism of the corporate governance. The key of the external mechanism is the existence of the market of the control rights in the capital market, which gives the directors and managers pressure to try their best to improve their work. Through the market of control rights, the buyers can reconstruct companies and make a profit by reducing the agency costs. The capital market plays a critical role in evaluating companies and eliminating the poor-running companies. The third part analyzes the internal mechanism of the corporate governance, which is the framework of the power of enterprises. This part compares internal mechanisms of the corporate governance in three different countries: the United States, Japan and Germany. Based on the comparison, it induces the principles of the sound corporate governance: liability of directors and the board of directors, the principle of equality, the independence of the directors and the board of directors, and enough information disclosure.The fourth part analyzes the deficiency of the state-owned insurance companies' corporate governance in conventional system, which includes the absence of the owners, the weakening of the stimulation, the managers' control and loose internal control, etc. To improve the competitive ability of the state-owned insurance companies and the efficiency of the insurance regulation, the government must improve the corporate governance of the state-owned insurance companies.The fifth part puts forward the methods to improve the corporate governance of the state-owned insurance companies. At first it introduces the reforms of the state-owned insurance companies. The reform not only can supply the companies the capital they need badly, but also find a way to change the structure of their share rights, thus making it possible to improve their corporate governance.But at present time, the reforms only have limited posit...