Analysis Of Vanke's Corporate Governance Deficiencies Through The "Wanke Control Rights Controversy"

At the end of 2015,the capital market in China broke out with a very high degree of national concern events,the media named the event as "Wanbao dispute." "Wanbao dispute" means that the dispute between Vanke and Baoneng about Vanke‘s control."Wanbao dispute" is hot frequently,and the situation is complicated,but all contradictions and disputes are around the three areas,namely: corporate governance dispute,the acquisition behavior dispute,and the way to organize the acquisition funds dispute.Vanke's excellent corporate governance has been well received,what is paradoxical is that many controversy and criticism is about Vanke's corporate governance in "Wanbao dispute".This article intends to analyze the corporate governance defects of Vanke through the dispute between Vanke's control.Corporate governance involves many variables,summed up the experience of relevant research literature,Combined with the status of Vanke itself,the ownership structure,the characteristics of the board,internal supervision,executive incentives,information disclosure,these five variables were used in this article.This paper analyzes the problems existing in the ownership structure from three aspects: ownership concentration,the process of the formation of the ownership structure,and the influence of the ownership structure on the dispute over the control rights;This paper analyzes the problems existing in the governance of the board of directors from four aspects: the organization structure of the board of directors,the operation of the board of directors,the remuneration of directors and independent directors;This paper analyzes the problems existing in the governance of the board of supervisors from two aspects: the organization structure of the board of supervisors and the operation of the board of supervisors;Analysis of the problems existing in the management of Vanke from the aspect of insider control;This paper analyzes the problems existing in the information disclosure from two aspects: integrity and authenticity.This paper argues that the ownership structure of Vanke is too dispersed,resulting in a relatively large negative impact on Corporate Governance;Vanke's board of directors controlled by Vanke's management board,can not be balanced on behalf of the interests of shareholders,independent directors do not have independence,failed to perform their duties in good faith.the board of supervisors failed to fulfill the duties of supervision and correction.The power of Vanke's management board is too large,promote the partnership system by stealing interests of minority shareholders,Vanke has become a internal control enterprise.Vanke's information disclosure exists a lot of omissions and untrue,small and medium shareholders can not make investment decisions based on existing information.Vanke is the benchmark enterprise in the field of corporate governance in China."Wanbao dispute" exposed model enterprise actually hidden big problem.Other enterprises should take this as an example,to strengthen corporate governance,which is easy to be ignored in the daily business activities of enterprises.In this paper,through the analysis of the defects in the governance of Vanke Company,we can extract the experience of governance for other enterprises.In addition,this paper puts forward several suggestions to improve the supervision of corporate governance in China through independent thinking,As a weak group of the capital market,the minority shareholders should have a more sound and transparent investment environment.