The Share. The Improvement Of The Governance Structure Of The Set Times Of China's State-owned Listed Companies

The report of the Sixteenth National Congress of the CPC points out that state-owned enterprises are mainstay of national economy. So we have to continue to carry out.Normal reform and perfect corporate governance according to the requirement of modern corporate system. state-owned listed companies play an important role in the operation of state-owned assets. To perfect the corporate governance will not only influence the long-term development of security market but concerns keeping as well as increasing value of state-owned assets.At present, capital market is facing precious development opportunity the progress in such aspects as corporate governance investor structure and market makeup,which means a great deal to perfection of corporate governance.A great breakthrough has been made in state-owned asset management system. In recent years, State Council, State committee of state-owned assets management and related organizations issued a lot of statutes on the work of management, which makes clear the obligations of country as shareholder and secure its right thus in the end promote the perfection of corporate governance.Reform of non-tradable shares also creates conditions for the further perfection. Most of listed companies in our country emerge after transformation from state-owned corporation. Due to tremendous stock of national asset,there is an exorbitant proportion of government owned share which leads to the unbalanced power distribution in the company, that is,it's the agent of state-owned share that controls most of the share absolutely operates board power. As the share reform draws to close, the problem of company governance prominently shows. In the past,the situation of distinction between tradable and non-tradable shares distorted the price system, leading to the lackage of common interest basis and ineffective supervision by the public shareholders. Therefore, large shareholders always invade the interest of listed companies, which is not propitious for the development of outer environment of corporate governance(ie acquisition market) and restricts the perfection of corporate governance system. Presently, Reform of of non-tradable shares has finished basically, most of listed companies has been under or accomplished with the reform procedure. The transformation of several systems and market structure brought by the full flow will have a great influence on the governance of state-owned listed companies.This paper intends to put forward some proposals aiming at the changing condition before and after the share reform.The first part mainly introduces limitations of state owned listed companies in times of share separation and these limitations include many aspects as follows: acquisition and merger can't proceed thus can't form an effective control right market; lack of governance base; public assets turns into dead property which is incapable of appreciation; the price system of security market is distorted and its price discovery function is also made difficult to realize, readily causes management by bankers and price fluctuation.The second part primarily summarizes some favorable conditions created by the reform, and that include:unify the price of both non-negotiable share and negotiable share, establish their coherent interest basis, stock price has becomes common value judgment standard, market restrict naturally forms, which provided an opportunity for corporate governance;the share structure tends to become rationalized;clear the way for building up the stock option stimulation system; does good to the decreasing holding of state-owned share and refrains from shaping insider controlment; removes obstacles for acquisition and merger, which optimizes the allocation of social resources.The third part is based an the former two parts,further points out how to complete the administration structure of state-owned listed company. The measures includes five respects: deepen the reform of state-owned asset management system;develop independent director into full play; perfect internal governance system of enterprise, make both board of directors and of supervisors perfect; carry out stock option stimulation system on managers, constructure an effective stimulation system which enables managers and shareholders to have consistent interest; supervise corporation operation to gradually realize effective capital market through such external bondage systems as legal constraint, ownership toward management power, the limitations from professional manager market, lawsuit mechanism, information disclosure and comprehensive market regulation.