A Study On Governance Of The Board Of Directors In S Company

This dissertation focuses on Governance of the board of directors in S Company.S Company is a incorporated in Bermuda with limited liability and is listed on the main board of the Stock Exchange of Hong Kong.The board of directors,as a connecting link between shareholders assembly and management,lies at the key position in company governance mechanisms.The function personnel composition,incentive and restraint mechanism of board of directors determine the Company's performance.The governance of the board of directors is naturally critical for the Company 's successful operations.This dissertation consists of six charters:Charter 1 Preface.It is a introduction of the whole article,in which the research background,object under discussion,major research methods,etc.are illustrated.Charter 2 Analytic framework,the basic theories of the governance of the board of directors.The author firstly analyzed the different views in the governance of the board of directors,such as "theory of Agency ","theory of Stewardship ","theory of Resource dependence ","theory of Modern organization ",etc.Based on those theories,the author states that the "theory of Agency" is the theoretical foundation to design and review the system of the board governance.Charter 3 The author made a comparison in terms of the Temasek model of the board governance,and apart from which,basing on views of the assessing system of the board governance,the author set up 5 patterns of check and balance,which is the organizational structure,the authority,the operating system,the culture and the performance of the board governance.Charter 4 Analysis of the models of the Governance of the board of directors in S Co..As a special corporation,S Co.is listed on Hong Kong,and on the other hand,it is a state-owned holding company,which brings about the dual controls.And the operation is not only normally interfered by the Assets Supervision and Administration system,but also the Stock Exchange of Hong Kong system.There are many characteristics which includes the structure imbalance,the non-independence of the board,the unreasonable selection of the directors,and the nonscientific assessment mechanism,etc.This charter also analyzes the main reason that is the conflict between the different rules and regulations of the dual controls.Charter 5 The perfect ways of the Governance of the board of directors in S Co..In this section,the author stated the suggestions on improving the board governance of S Co.,there are six ways to perfect the Company's board governance.a)The philosophy of the board governance:from "Shareholder centrism" to"Board centrism".b)The way of the board governance:from "Market orientation" to"Administrative orientation".c)The independence and effectiveness of the board:from "hypotaxis" to"parataxis".d)The incentive and restraint mechanism of the directors of the board:from"single" to "integrated".e)The assessment mechanism of the board governance:from "self-assessment"to "the assessment by the society".f)The culture of the board:from "close" to "open".Charter 6 Conclusions.This charter specifically discusses the importance of the governance of the board of directors of the stated-owned company and S Co.,and the author insisted that the government should keep "the distance of an arm" from the state-owned company,which will improve the performance of the company.