Study Of Corporate Governance Structure Of Listed Companies

The corporate governance structure of listed company is a focus and difficult point in the company law all the time in recent years, it is law fields, generally concerned questions of economic educational fields too, Especially a lot of incident that reveal at the of our country security market, is it appear listed company corporate governance structure of our country lack effective tied mechanism to expose. This literary grace is analyzed with the real example, especially a lot of incident that reveal at the of our country security market, is it appear listed company corporate governance structure of our country lack effective tied mechanism to expose. This literary grace is analyzed with the real example, such methods as comparative analysis etc., have carried on the research of the multi-level , many angle from such respects as general theory , decisive factor , legislative mode of the corporate governance structure of listed company ,etc, have analyzed the operation current situation of the administration structure of listed company and existing problem at present in our country further, try hard to use foreign advanced experience for reference in basing on the foundations of the fundamental realities of the country of our country, offer the basic thinking and measure for going out of the present administration structure predicament in the listed company of our country.Listed company in term of angle of economics corporate governance structure, mean it on the basis of separating from power of management in ownership, shareholders' meeting, creditor , board of directors , board of supervisors and manager's group of the listed company, worker wait for interests person who correlated with relevant companies deal in the company organization system and operating mechanism with the rights; In term of angle of law science, mean in order to safeguard shareholders, company creditor and social public interests, guarantee the company runs normally effectively , the system that power distribute and check and balance between theorganizations of relevant companies stipulated by the law and corporation by-law. Listing corporate juridical person legal principle structure reasonable system design, especially company separation and check and balance mechanism whether their have vigorous source of vitality organ of power. The rational system of this kind of science is arranged and can be established in the company makes, there are its deep jurisprudence foundations. This text is from enterprise's legal person's proprietary and company corporate governance structure, plural interests pattern and separation and checking and balancing of power inside the company inside the company, such respects as the development of market economy and democratic politics and inherent agreeing with of company's corporate governance structure etc. have been analyzed to itMost scholars think the effective administration structure of the listed company is decided by ownership structure, someone thinks it determined by financing system of the company too .There is its certain rationality in above-mentioned understanding, but not overall. I think the factor of determining the effective administration structure of listed company should be formed by inside factor and external factor. Among them, the inside factor is formed by such several stature factors as financing system ownership structure, the creditor and structure of board of directors of the company ,etc. mainly; It is determined that the external factor of the effective company's administration structure is mainly as follows, market mechanism, administrative mechanism, social mechanism and legal mechanism of one country. So listed company corporate governance structure must not only stay and make an issue of managing inside the company, reform that must manage the company outside at the same time.Because of various countries economic development, social culture, historical tradition different, company corporate governance structure is shown as different modes in practice. There is outside system represented by U.S.A. that controls the mode and inside system represented by Japan and Germany that controls the mode mainly. This text discovers through comparing these two kinds of modes, the effective operation of the listed company needs a kind of appropriate ownership structure and corporategovernance structure, considering the experience and practice of the foreign company's administration structure in light of actual conditions, we can find out an effective administration structure mode of listed company, from macroscopic that be able to suit with the economic development of this country and development level of the capital market, from micro aspect of company be able to guarantee on the goal the company realize long-term steady growth and development. If in the concrete mechanism design it can guarantee the company owner carries on effective regulation and control to the operator of the company, guarantee company's operator has independent decision-making power in operation and production and encourage to use effectively finally and mechanism of controlling adjust and control owner, operator, behavior , company of worker in an all-round way, and fully give play to one's own enthusiasm.Since the self- country issued " company law " and a series of laws and regulations that were correlated with in 1993, have made the remarkable performance in corporate governance structure of the listed company, But because the economic reform of our country is to begin from the planned economy of the high centralization of state power, unified, open compete for at home, orderly market system does not take shape in a short time .The barrier between different departments of product market, the capital market has just started, manager's market does not exist at all, the range and dynamics on market mechanism function are limited, so a great deal of questions exist. If the stock right is concentrated on country's share excessively, stock right structure is unreasonable; the shareholders' meeting is of low quality, some shareholders' meetings become a mere formality; the board of directors lacks independence, board of supervisors and lacks states that the authority, president hold the general manager concurrently and quite generally waits a moment, been already restricting the effective operation of the corporate governance structure of listed company seriously.So setting up simplified, high-efficient company corporate governance structure become law circles and economic important subject that educational field discuss jointly already. All sorts of questions which the listed company of our country produces, notonly cause the defect of company's administration structure, but also the " not working " of system correlated with managing the mechanism in the listed company is closely related with. So, perfecting the administration structure of listed company of our country must be left and can work multicelly. This text is on the basis of drawing lessons from domestic and international theory and practice, put forward with " shareholder interests maximize " concrete listed company single goal of corporate governance structure of content and then proceed from national conditions, propose to construct controlling it for the central corporate governance structure mode of listed company with the inside system. There is one shaire of deformity stock right structure that " one share is big alone " to change China of listed company. Strengthen the independence of the board of directors of listed company and supervision function of the board of supervisors inside the company at the same time, setting up the legal principle mechanism in conformity with corporate governance structure of listed company on the outside. Finally, listed company corporate governance structure should obtain the due result, still should pay attention to fostering and developing good outside that meet the needs of corporate governance structure of listed company and managing culture.