| From 1970s to 1980s, corporate governance sprung up in western countries and spread into China in the early 1990s, instantly becoming a hot issue of the academic research and a big concern of enterprises, governments and scholars. Corporate governance is the cross study of company law, economics and enterprise management, however, the three subjects have different focuses. Enterprise management emphasizes the rationality of management structure established by laws and regulations, while company law underlines how to set up a better management structure by perfecting relevant laws and regulations. The balance of corporate governance structure is a prerequisite for developing modern enterprises with international competitiveness in China and merging into economic globalization. Compared with mature companies overseas, Chinese listed companies have some defects in governance structure. It is urgent to borrow successful foreign experience and explore company governance structure that agrees with Chinese situation.Since 2002, Germany has continuously developed its company governance laws, enacted relatively perfect German Corporate Governance Code .As the saying goes,"there are other hills whose stones are good for working jade -- other people's advice is of help", this thesis systematically studies the theory, structure and law attribute of corporate governance in three closely connected chapters which make up a complete logical system. It has done both a vertical and a horizontal research about the theory, structure and law attribute of Chinese and German corporate governance, aiming at finding out a structure suitable for Chinese situation and making some innovations.The first chapter introduces the traditional theory of corporate governance and its recent development both in China and Germany. In China, the popular modern principal-agent theory, which is derived from traditional principal-agent theory, has advocated dual-agent theory in recent studies. While in Germany, based on traditional stakeholder theory, co-governance has advanced"core stakeholder theory".The second chapter reviews the development history of corporate governance structure both in China and Germany, explores reform motivation and proposes problems after an analysis of Chinese present corporate governance structure. Next, according to the reform and development of corporate governance structure in Germany, the author puts forward her own opinion.The third chapter researches the attributes and features of corporate governance laws in China and Germany. After a detailed integration of Chinese laws concerning corporate internal decentralization mechanism and corporate external balance mechanism, the author summarizes their characteristics, compares them with German relevant law articles from the perspective of article type and property and brings forward reference significance at last.China still has much to refer to Germany in corporate governance. The author suggests that we should use an outstanding system of universality for reference on the basis of out own situation, strengthen the system of information disclosure, fiscal statement disclosure and external audit, elaborate on fiscal review right of the board of supervisors and thus truly empower the board. Moreover, we should enhance the cooperation between the board of directors and the board of supervisors, unify their goals and optimize corporate governance structure. In addition, from the point of view of legislation form, we should integrate Chinese laws about corporate governance in order to codify them in the end.Corporate governance involves many problems both in practice and theory. However, recent studies witness little comparison between Chinese law and German law on corporate governance. There is neither standard mode nor experience. The author is fully aware of the great difficulty in doing this research, but she still hopes that it can stimulate more scholars'research, so as to improve and perfect the theory and practice of Chinese corporate governance. |
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