Study On The Legal Problems Of Corporation Governance

Good corporate governance is a key to promote the value and competitiveness of the state, corporate governance, as a kind of advanced system arrangement and effective balance mechanism, are given the high attention from domestic and international scholars and all walks of life. At the same time of improving China’s enterprise performance of reforming traditional state enterprise company, Pay attention to listed companies on China’s ownership structure optimization, and gradually set up effective corporate governance structure. The core content to establishment of a modern enterprise system is to the traditional state-owned enterprises, collective enterprise and private enterprise through the standard company transformation. And an effective corporate governance structure needs tight with the current corporate governance problems, Through the increased external regulation, Strengthen the internal management, realize equity rationalization, the improvement and development manager market and capital market, In order to realize effective corporate governance, to standardize enterprise operation, ensure the long-term development of the enterprise.In the1990s, China to introduce the concept of corporate governance, after years of development, the company has been becoming more and more important, paying more and more attention about government departments, regulatory part, academia and the listed company.《the decision about the governance structure of central committee of the CCP about state-owned enterprise reform and development》, Adopted by15and the fourth plenary session, The key about governance structure is:Standard company reform for large and medium-sized state-owned enterprises, Set up and perfect the corporate governance structure; facing the market to changing the management mechanism; improve and standardize the system of the board of supervisors, from the system innovation, strengthen the state-owned enterprise supervision. On September11,2001promulgated the drafts about 《governance of listed company principles》. In September2001, China governance of listed company congress was held in Beijing, Meeting was held together about China securities regulatory commission, the world bank, the organization for economic cooperation and development and the Asian development bank. As is known to all, at the beginning, in order to prevent the loss of state-owned assets, China’s stock market was set to become circulating stocks and shares of non-tradable shares. In order to solve a single big state-owned and can’t be circulation, China has been worked for committing to the state-owned shares and circulation, In May2005, Chinese stock market began to reforming in comprehensive about non-tradable shares of the listed company, it is significance about the governance structure optimization.As equity division reform push, China’s capital market gradually entered the post non-tradable share reform era, the listed companies in China to exercise control over the situation was changed, improving the previous exercise control over the company environment faced new problems:Exercise control over the subject appear decentralization trend, Corporate governance structure was optimized; The interests of the exercise control mechanism to convergence, medium and small shareholders conflict of interest was complicated, Control the way to exercise was diversification, and become dual control to the company and market。Rational analysis and treat the new situation about corporate control reform after exercise, Comprehensive review the existing legal system to control the regulation of company exercise effect, Deep excavation the loophole about exercise control in closely related to the various legal system, This will be the focus place about discusses of this paper. Analyzes several fashion governance mode in the world, Such as American and British, German, Compare the advantages of various model, development trend, Compare the advantages of various model, development trend, provide a theoretical reference for China’s government model selection, after this paper bold analyzes reform of non-tradable shares, Although it has a positive meaning for Chinese listed companies in China equity management, But post non-tradable share reform era, in listed company management structure, there are some new problems existed, such as Big shareholders use of2class market to rob medium and small shareholders interests, the enthusiasm of Controlling small and medium shareholders exercise is not high, The role of the board of directors is weak, the stock ownership incentive of the executive is to be strengthened, The supervisors operation efficiency of the board is low, This shows that our listed company governance structure must be further optimized, based on This paper, the relevant counter measures was put forward.