| Since October31,2009the first company listing on GEM, GEM has beenconcerned as a characterized and emerging stock market."Three-highs (high-tech,high growth, high risk)" is a feature of GEM listed companies, but also as a conditionto enter the securities market, the establishment of the stock market is to support thedevelopment of high-tech SMEs, but during more than two years of the establishment,the listed companies on GEM emerge new problems constantly, including themisappropriation of raised funds, executives sell shares to get cash, the decliningperformance after listing, etc. all these problems make investors doubt on the value ofcompanies listed on GEM and the validity of the securities market, even shock theconfidence of majority of investors in this new market. Therefore, the GEM corporategovernance has become a problem worthy of study.Based on the current GEM status of these problems, arise from agency problemsin listed companies, this paper starts to GEM for the sample of empirical research,based on empirical research findings (i.e., the existence of companies listed on GEM’ssecond agency problem). And from two sides of the listed company and GEM, thispaper proposes comments and suggestions, in order to achieve the purpose ofimproving governance structure of companies listed on GEM, and protecting smalland medium investors in GME. The article first describes the current problems inGEM as the background of topics; moreover, research on the agency problem of listedcompanies can provide guidance on the theory and practice for company governanceas research significance. And then, the article summarizes the incomplete contracttheory at home and abroad to view the agency problem of listed companies forliterature review, points two features in the existing literatures, which are the study ofagency problems exist in mature stock markets as the research object, and select thename of the first shareholder holding shares as the variable, and makes theimprovement as selecting the ultimate controller share-holding as one variable. Thenthis paper does a basic theoretical analysis on the reason of the agency problem,caused by the different matching state of residual control rights and residual claims,which is the core of the incomplete contract theory. then proposes four hypothesisabout the relationship between the ultimate controller of this stake, the pyramidstructure, the separation of cash flow rights and control factors with corporate value. In the empirical part, this thesis selected153listed companies as empiricalresearch samples, which listed on the GEM from2009to December31,2010. andselects TobinQ as the dependent variable as a measure of corporate value, the ultimatecontroller of the stake, control rights and cash flow rights as independent variables,through descriptive analysis, correlation analysis and regression analysis reached thefollowing conclusions: first, the second agency problem is more prominent on GME,and the tunneling behavior of controlling shareholders is severe, and have a negativeimpact the value of listed companies. Second, ownership concentration of listedcompanies is not only higher, but the phenomenon of the dominance is relativelycommon, but the equity balance of positive governance effect is not obvious. Third,the separations of controlling cash flow and control right under the pyramids structureis significant agent conflict in listed company currently, and also have a negativeimpact on the value of its listed companies. According to the research conclusions,from internal and external of the listed companies, this article raised a related policyrecommendations and advice, in order to protect small and medium investors in theGEM, improve corporate governance structure, aims to support the development ofhigh-tech SMEs. |
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