| American professor firstly mentioned corporate governance in1930's,and then it was becoming a widespread problem in the world.There are two kinds of representative pattern: market-dominated patternand finance-dominated pattern. These two patterns played differentoperation in different period and different timing background. In recent 20years, a point of view about corporate governance had great changes, thesetwo different patterns apply themselves to groove. The progress toward a market-based modern corporate China startedafter the third plenary Session of the Eleventh Central Committee of theCommunist Party of China. Since then, the problem about corporategovernance has been taken into account. And with the deepening ofChina's economic reform, corporate governance is becoming more up tothe standard. In our country, the innovation of the corporate governancehas experienced three stages. The first stage was "government andenterprises syncretism" pattern; second stage was the "contract system"pattern; the third stage has been to set up modern corporate system andform "corporation system" pattern.. However, because of the long-term impact of the traditional plannedeconomy, problems at a deeper level still remains. For examples: theincentive mechanisms for marketing members is quite uniform and there isa lack of dynamic and long term performance base compensation scheme;the legal system is yet to be improved, etc. These have severely touchedthe perfect of corporate governance. The feature and defect ofstockholders' sovereign rights in our SOE resulted in serious insidercontrol. How to modify the insider control, how to stimulate and constrainthe marketing member and how to consummate equity ownership structureare the core of corporate governance. So I choose optimization of corporate governance as my thesis ofgraduate paper. This paper adopts standardization study,probe how to optimizecorporate governance. The basic idea of the thesis is that we shouldanalyze corporate governance current situation in order to grasp theprinciple and direction of my paper. After analysis, the obstacles to thecorporate governance are shown and the non-consummate capital structureis vital for the default of corporate governance. There are many reasons forthe non-consummate capital structure,and among the reasons ,the key isabsence of human capital ,then the author draws into the definition ofhuman capital to optimize capital structure, in order to make thenon-human capital including liability capital and rights and interestscapital and human capital play important role together to get theconsummate of corporate governance. This paper consists of four chapters. Chapter one .In this chapter, firstly the definition of corporategovernance mentioned by internal and external researcher is reviewed andpoint out the definition of corporate governance in this paper. Then,recount simplely the condition of corporate governance in abroad.Followed, the author emphasis on our SOE and list the accomplishmentsand problems in our SOE reform. This paper goes on the study on the baseof reveal of corporate governance problems. So, the author starts toanalyze the cause. Chapter two. The discussion about lots of reasons result in problemsof corporate governance is studied and the dominant reason:on-consummate capital structure is also drawn up. So, in this chapter, theauthor analyze simpely the common cause and emphasis the study on thenon-consummate capital structure, through the analysis, make the decisionthat the cause result in non-consummate capital structure are many whichcan summarize two kinds, one hand is marketing members' invalidmanagement , the country's correlative system and capital market'snon-perfect, etc;The other hand and the important one comes fromlimitation of traditional capital theories which set up on the hypothesis thatcapital and labor are the same, and its core is material capital. It neglectsthe operation of human capital and its proprietor, which cannot but resultin unreasonable corporate governance. C... |
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