Research On The Problem Of Insider Control From The Perspective Of Corporate Governance

In the hundreds of years of the development of corporate system,corporate governance has always been the focus of scholars' research,and insider control is an important subject of corporate governance.Company ownership and management rights in the process of the establishment of the modern enterprise system is the separation,the insider control phenomenon also emerges,when the restriction mechanism of imbalance between owners and operators,the company insider behavior offside,the insider control problem.The problem of insider control concerns not only the division and restriction of current internal power,but also the future development and reform of the company.This article first summarizes the insider control problem to corporate governance and the research status and related documents,demonstrates the theory of corporate governance insider control problem,the influence of "insider control" in the academic research and "insider control problem" are often confused,then defines basic concepts are analyzed,in order to distinguish.Then,the paper introduces the typical case of the internal control problem of nanfang stock,and reviews the course of the internal control and its harm.Again from the perspective of corporate governance,from the ownership structure,board composition,board of supervisors in the internal management level and external governance of manager market,legal system and auditing system to analyze NanFang shares case respectively.By collating reports,statistical shareholders shareholdings,vote of the shareholders' general meeting,board members,executive office performance,profits inflated situation after a systematic analysis,it is easy to find,by inside because equity structure deformity,exists the phenomenon of "a dominant",the board of directors and management loopholes in office,the supervision function of the board of supervisors;The reason is that the manager market is not well regulated,the legal system needs to be improved,and the independence of audit is shaken.All these are the reasons for the outbreak of insider control problems.Finally,in view of the above problems is proposed in this paper improve the proportion of outside directors,avoid cross office,perfecting supervisors procedures,strengthen the supervisor rights,strengthening the external supervision of all forms,a sound system of information disclosure,improve audit quality,improve the audit personnel professional quality,establish and improve the executive incentivemachine,attaches great importance to the enterprise culture development.