| With the reform experimental unit's pulsion of state-owned business bank stock system, how to establish an efficient governing organization of joint-stock company after stock recombination, how to draft rational responsible division, power allocation and interest adjustment system, how to deal with the entrust after the separation of ownership and managerial authority—the agency relationship, become the focus which theory world and bank worker are concerned with. This paper has discussed the issues in four parts. The first part has expounded the governing structure problem, which exists in the state-owned business bank. The two outstanding problems on surface are over-low sufficient capital ratio and over-high bad-asset capital ratio. The deeper problem is the unsoundness and imperfection of governing structure, which suggest that the property subject is established in vain, property socialization goes on at a low level, the Exciting and Bondage System is deficient, Remnant demand right and Remnant control right run asymmetrically. The problem that "interior people control" exits. To see from outside environment, it is short of an efficient, marketing, opening transparent supervision mechanism.The second part has illustrated that the only way to solve the deep problem of state-owned business bank is to carry stock system reform into effect and establish governing structure of stock-joint company. Through the stock recombination, realize many-facet of investment subject and property socialization, also raise the capital fund; to implement the property subject through state-owned share managerial agent, setting up true relation of entrust agency with upper governor of the bank; decisive authority of stockholder congression, managerial authority of board, executive authority of managerial worker replace governing intervention, preventing interior people from control; establish the mechanism of adjusting and balancing the benefit to ensure the symmetry of Remnant demand right and Remnant control right.The third part has introduced the governing structure experience of overseas business bank. There are mainly two kinds of patterns: one is type of Britain, America and France, also type of market leading, taking British and American stock market as representatives; the other is type of mainland law, also type of organization and control, taking Japan and German as representatives adopting methods of group holding.The fourth part has exploited and presented the realistic way for state-owned business bank to establish governing structure in stock-joint company. In order to reform state-owned business bank into modern financial enterprise with sufficient capital, airtight interior control, safe management and fine service and benefit, an governing structure of efficient firm system should be established on the basis of stock system reform. First, stock system reform should establish property system with clear attribution, definite authority and responsibility, strict protection and smooth circulation, set up share holder congression, board of directors, supervision association and run and management mechanism, lay the foundation of company governing structure on ownership and organization; to set up target system of all post's responsibilities, define responsible Bondage; to form the supervision mechanism of authority allocation and balancing between "Three conferences" and management mechanism of different levels; to take the bank value maximization as object, establishing scientific system of financial management, the evaluation system of different level's working fruit and Exciting and Bondage System; construct all-round management system of risk and interior control system, ensure to develop the business and increase the bank value firmly; to create company governing culture of stock bank, forming the culture Idée which fits with market economy, providing sustained development of the bank with long-term and unceasing dynamism. |
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