State-owned Corporate Governance Structure

In the course of state-owned enterprises (SOEs) reform, many large and super SOEs have chosen the form of solely state-owned company. Solely state-owned company becomes a kind of important organizational form of SOEs in our country at present, playing a very important role in state-owned economy. The practice of the establishment of solely state-owned company, especial the construction of corporate governance of solely state-owned company, bring far-reaching influence to the process that we establish the modern corporate system. These contents should become the subjects of modern enterprise legal system, especial company law research. But not like this in fact, the theoretical research place the focus and interest on company limited by shares or limited liability company, solely state-owned company has become the research object not paid attention to by people. Moreover, the theoretical research on solely state-owned company in economics circle is paid more attention to than that in law circle at presentThis thesis has just been written under such a background. It has made a primary study on solely state-owned company, by means of the history-analysis method, comparison method and law economics method, having proposed some suggestions on perfecting corporate governance. The thesis is of 3 chapters:Chapter 1, legislative background of solely state-owned company, which includes: Through reviewing the history that solely state-owned company emerges, the author has expounded the fact solely state-owned company is a product in the process of SOEs reform of our country, proved solely state-owned company is special one-member company. Solely state-owned company is a system innovation that drew lessons from one-member company system in the course of SOEs reform. Solely state-owned company and one-member company have both relation and distinguish. The purpose that solely state-owned company has been established is to realize the vigor of solely state-owned enterprise on the basis of the premise that great change does not take place in property rights, depending on changing theformer enterprise management structure to corporate governance.Chapter 2, corporate governance under solely state-owned company's property rights. The chapter consists in: Property rights are right foundation of corporate governance, corporate governance is an organization embodiment of property rights, corporate governance must be in conformity with property rights of juridical person. Unique property rights of solely state-owned company are the single property rights. Such a unified property right structure leads corporate governance of solely state-owned company not to form the power-shared and restricted corporate governance of modern company that underlies the plural stock rights. The nature of exclusive shareholder in solely state-owned company determines that solely state-owned company has no shareholders' meeting, stock rights are shared with board of directors by national shareholder's agent. Board of directors, as policy-making bodies of the company, the national control on solely state-owned company goes on through board of directors mainly, solely state-owned company of our country implements President's responsibility system. The supervisory organ of solely state-owned company relies on the plural supervision system in which supervisory board that state-owned assets administration organization designates is main subject, the Committee of CCP, employee congress and labor union are complemental elements.Chapter 3: perfecting corporate governance of solely state-owned company. The main contents include: It contributes to strengthening the ability of resisting to administrative interference for board of directors to establish such outside directors as independent director etc. in board of directors, avoiding insider control at the same time. The manager's appointment and removal should be decided by board of directors solely, manager layer should work under the supervision of board of directors, besides, President and general manager should not...