The Research On The Operational Mechanism Of Board Of Directors Of Wholly State-owned Companies

The Eighteenth National Congress of Communist Party made the decision to deepen reforms of state-owned enterprises comprehensively and improve the corporate governance structure so as to push the progress of modern enterprise system。The Ministry of Finance has further clarified the timetable for the new round of SOE reform, many provinces have issued about the deepening of the reform of state-owned enterprises, state-owned assets management system to improve the series of policy measures, process of state-owned enterprise reform is accelerated into the fast lane。As a special type of state-owned enterprises, state-owned company’s development and reform would be a kind of explore to the effective methods of enterprise’s reform。The board of directors which is at the company’s core position, whose construction operation, has the extraordinary meaning for healthy and efficient operation of state-owned companies and the long-term healthy development。Our state-owned company’s board of directors has been eleven years since 2004’s pilot, after experiencing the establishment, revocation, the pilot and the promotion process, from legislation to practice, both of them are valuable to establish and to improve the corporate governance structure。But there are also big distance from the national reform demands and social needs of market competition, so further development and improvement is still required。On the basis of learning from the related research results, this paper made the state-owned company board of directors as the main analysis objects, and these companies contained 30 from Qingdao,10 from Shandong Province,20 from the state. The paper also made the pilot company Baosteel Group Corporation and Singapore’s Temasek governance as typical cases, combined with the practical experience in corporate restructuring of the state-owned enterprises in our country. Through literature review, case analysis and other research methods, this paper analyzed the operational mechanism and influencing factors of state-owned company board of directors, pointed out the main problems and causes, and puts forward feasible suggestions. All of these had a certain theoretical and practical significance to promote the healthy development of state-owned companies and their board of directors.After the research, this paper put forward that the board of directors of state-owned companies operating mechanism can be divided into hiring, training, communication, decision-making, monitoring, evaluation, motivation and protection mechanisms, and each branch mechanism should be organic and complementary. The paper also divided the important factors affecting operation of the Board into internal and external and many other factors, considered the state-owned "maximum" is one of the fundamental factors. The paper pointed out that the current structure of board is irrational, less independence, the Board of directors and the relationship between the parties is not straightened out, the special committee is not in place, supervision and evaluation mechanism is unscientific, salary incentive mechanism is not perfect, system security mechanisms are inadequate and so on. The companies should improve the training mechanism, play the role of outside directors, strengthen the construction of the specialized committee, clarify the responsibilities of the relationship between the parties, let the Board have the rights of hiring managers, assessment and fixed salary, strengthen appraisal and supervision, hold good board meetings, establish the decision-proofing and correcting mechanism, improve the mechanisms of incentive pay, recover and review. The paper considered the executive compensation should determined by the market, and we should improve the security mechanism, reform the state-owned "maximum", implement the mixed ownership and other aspects also should be improved and enhanced.