Company Management And Monitoring Mechanism

Corporate governance and supervising system are two hotspots being discussed at present. The phenomena such as the majority shareholder's abusive use of power and the internal control widely exist in the Chinese public company. This leads to the disorder in the management and operation of the corporation and stock market, and also causes the illegal activities that harm the interests of the minority shareholders. Though there are many reasons for this, the shortcoming of supervising system is one among them. This thesis tries to find practical solutions to these facts.The thesis consists of four chapters. The first chapter intends to pave the way for the discussion of the thesis. Firstly, different definitions of corporate governance made by domestic and aboard scholars which can be divided into narrow sense and broad sense definitions is presented, and in this thesis the narrow sense definition is adopted. Secondly, it comes to the three popularly-used models of corporate governance: model of British-America firms, model of German-Japan firms and model of East Asia firms. All these models are compared with each other in the form of lists.The second chapter is mainly about the transformation of corporate governance from planned economy to rights-releasing model and eventually to the establishment of the modern enterprise system. Then corporate governance structure of listed companies in our country is introduced which is composed of four parts, that's to say: shareholder conference, board of directors, supervision committee and managers.The third chapter is inclined to illustrate the establishing background of the supervising system of our country's public companies. Not coming out from the complete market efficiency motivation, the existing supervising system has a lot of deficiencies. On the basis of the foregoing discussion, the writer inclines to researchon the shortcomings of the system of board of directors, the system of supervision committee and the system of independent directors, and the reason why it's hard to implement the supervising system of Chinese public companies is mentioned as well.The last chapter is mainly about some measures we will suggest to perfect the supervising system for its lack of efficiency. We can choose different supervising system according to different ownership structure in China. To be specific, supervising system with scattered ownership can refer to British-America model, completing the system by means of perfecting the system of board of directors. Supervising system with focused ownership structure can refer to German-Japan model, which can perfect the supervising system mainly through consolidating the supervision committee. Finally, as to private enterprises, they can learn some something to reinforce the supervising system from East Asia model.