| Since 2010,five major state-owned banks,such as Bank of Communications,Industrial and Commercial Bank of China,Construction Bank,Agricultural Bank of China and Bank of China,have invested in insurance companies.So far,11 insurance companies are invested by commercial banks in China until March 2020.For a long time,commercial banks,as controlling shareholders,manage insurance companies as a branch structure,which makes banking insurance companies have obvious defects in corporate governance.In particular,major shareholders manipulate the company.Internal agents control the company,and the operation of "three meetings and one layer " is not standard.What’s worse,information disclosure is not comprehensive and opaque.In addition,dereliction of duty and dereliction of duty problems caused by directors,supervisors and executives occur from time to time,and related party transactions of benefit transfer occur frequently.Taking KL Life Insurance Company as the research object,this paper is based on the theory of corporate governance,and it analyzes the personnel composition,performance and function of the board of directors,board of supervisors and senior management of the company.Furthermore,it also points out that the excessive concentration of ownership structure affects the overall and healthy development of the company.The unreasonable board of directors and professional committees lead to the limited role of the board of directors and the non-existence of the board of supervisors.There are some problems,such as insufficient supervision,such as insufficient motivation for senior managers to perform their duties and inadequate market-oriented selection and employment mechanism.In view of the above problems,this paper further analyzes the causes of the problems.On the one hand,the ownership structure of KL Life Insurance Company is highly centralized,and the major shareholders completely own the decision-making power of the company,and even manage the company as a branch,resulting in no restriction and balance mechanism among the board of directors,the board of supervisors and senior management to perform their duties,cooperate and supervise each other.On the other hand,some problems including the lack of professionalism and independence of the members of the board of directors,the lack of scientific decision-making process of the board of directors,the limited supervision capacity of the board of supervisors,the lack of supervision,the single incentive means for senior managers,the lack of long-term incentives,the lack of assessment and accountability mechanism,the inadequate market-oriented selection and recruitment of senior managers,and so on,also worsen the situation.These two major reasons lead to the limited role of the board of directors,the board of supervisors and senior management of the company.It has seriously reduced the level of corporate governance.In order to solve the problems existing in the corporate governance of KIL Life Insurance,this paper puts forward the corresponding improvement countermeasures.On the one hand,appropriately reduce the shareholding proportion of major shareholders,actively introduce several private capital to participate in shares,and form a reasonable shareholding structure of large shareholders,stable and diversified core shareholders,and appropriate shareholding by employees.On the other hand,further strengthen the independence and professionalism of the board of directors and the board of supervisors,enhance the ability of the board of directors and the board of supervisors to perform their duties,further establish and improve the incentive and restraint mechanism for senior managers,and further improve short-term incentive measures.implement long-term incentive measures,establish and improve the assessment and accountability mechanism of senior managers,and strengthen the market-oriented selection and recruitment of senior managers. |