How To Effectively Participate In Corporate Governance By Institutional Investors

With the continuous development and improvement of capital market,convertible corporate bonds have become an important tool for corporate financing.As the largest investor of convertible bonds,how to give full play to the role of institutional investors to effectively participate in corporate governance is worthy of in-depth study.This paper attempts to analyze how institutional investors effectively participate in corporate governance and optimize corporate governance from the perspective of investors.This paper selects Gome's private placement of convertible bonds abroad as a case,using corporate governance theory,stakeholder theory and agency cost theory,using case analysis,financial index analysis and simple Du Pont analysis to study the way and path of institutional investors' effective participation in corporate governance,and selects corporate governance indicators and main financial indicators to study the governance effect Through the verification,we can get the way and path for institutional investors to participate in corporate governance effectively.Finally,through the comparative analysis with the governance cases of China Merchants Bank,this paper puts forward the corresponding suggestions for the effective way of institutional investors to participate in corporate governance and improve the capital market system.The thesis is divided into four parts.As the first part of the paper,the background introduction and literature review of the first and second chapters elaborate the research background and significance,summarize the previous research and put forward the research direction of this paper;the second part is composed of three and four chapters,respectively analyzing the current situation of convertible bond issuance and the way,path and effect of institutional investors' participation in governance,so as to provide research for core case analysis Research ideas.The third part is the case description and analysis of the fifth chapter.Through the case statement and analysis,the paper abstracts the existing governance problems,analyzes the ways and paths of institutional investors' participation in corporate governance by using the above-mentioned theory,verifies the governance effect by using corporate governance indicators and financial indicators,and compares with the corporate governance cases of China Merchants Bank,so as to draw conclusions.The last part is the conclusion and suggestion of chapter six.The analysis shows that the convertible bond institutional investors can effectively participate in corporate governance from inside and outside by exercising the rights of shareholders and creditors.The path for institutional investors to participate in the internal governance of the company is: institutional investors turn into shareholders,optimize the corporate governance by setting reasonable equity incentive plan,perfect board of directors and equity structure;the path for institutional investors to participate in the external governance of the company is: institutional investors introduce external audit and market supervision as creditors,and strengthen the corporate governance by using perfect information disclosure system Supervise and manage the shareholders,board of directors and management to optimize corporate governance.Based on the above conclusions,the paper finally makes some suggestions on institutional investors' participation in corporate governance and improvement of capital market system.Although this paper draws a conclusion through case analysis,there are still some limitations.The main limitation is that a single case can not achieve a large number of empirical analysis,so only agency indicators and financial indicators can be used to verify the governance effect.