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International Comparative Corporate Governance - On the joint-stock reform of state-owned banks and listed companies need to split share structure reform

Body of shareholders of profits; and small shareholders are free riders. Treatment costs that do not cost access to their own interests. In our company. Government as a shareholder representative. Holds the control of the company. The Government is also a Operators can not effectively monitor and constraints. Internal governance mechanisms so that the serious distortions and deformation: first, the Board functions is unclear,Links of London Charms, the operation is not standardized. As businesses of all or a majority of directors elected by the government. Chairman appointed by the government, the operation of the board were very irregular. Some corporate boards have a considerable arbitrariness, not strictly regulate the procedure, even the General Assembly did not convene the shareholders. The Board had been generated. Some companies simply board a replica of the original team of business leaders. Second, the managers of the appointment mechanism is not perfect. Senior corporate managers still the party's organization department or government appointment and removal of the personnel department. According to the authorities of the 30 pilot enterprises in the survey company system, which play a decisive role by the Board, General Manager 30% produced by the government or the competent authorities have played a leading role and 70% of the general manager. Some departments are not selected according to market the vision to business people, but mainly to see is not trustworthy, obedient. Third, the Board of Supervisors useless. Corporate enterprises in China is used in single-board system, parallel to the Supervisory Board and the Board is only part of the supervision, but not control and strategic decision-making power, no right to appoint or remove board members or senior managers, the right to participate and vote against the board and managers in decision-making, in fact, controlled by the Board only a deliberative body, it is difficult to play a supervisory role should be. Third, the foreign company's shareholders and managers through the capital market for external market for corporate governance. In China, the company's external governance mechanisms are not perfect in foreign companies, the shareholders can spread through the capital market and manager TheoryStudy market. Oversight of company management constraints. British and U.S. companies are mainly small shareholders of the company through the stock market monitor senior managers that If the shareholders of the company are not satisfied, they will sell their shares in the hands. Forcing the manager had to work hard to improve operations. Germany and Japan, the major shareholders to replace them by a bank to control and monitor the behavior of company managers. As the company's main bank lenders to the loan security. Bound to actively supervise the activities of production and management company. If the shareholders are not satisfied with the company manager. Unlike the American and British companies that just But the direct Removal by the shareholders of these banks by managers. Meanwhile, capital market activities, mergers and acquisitions the company managers have very important implications, because the company was taken over after the merger, the same people generally have been replaced. Managers suffer as a result of human capital. Forcing the manager to improve operations. Manager market is another constraint from external oversight important mechanism for the conduct of business. Time manager of the company is facing the market from managers and other personnel within the company Compared with foreign companies. Corporate enterprises in China's external governance mechanisms far from perfect. First, capital markets, the role of small business operators. Because of the property right lack of liquidity. Even in state-owned listed companies. Most shares are non-tradable shares, so that the state-owned shares Market M & A role in promoting enterprises to improve performance is also very limited. Second, banks and other creditors of the business person as a monitoring function is also very limited. Although China has established a system for the content of main bank relationship between banks and enterprises, but the current law prohibiting commercial banks to make equity investment in non-financial sectors, boards of companies in these industries have no representative from the bank. Third, the market for business managers who almost does not work. The status of China's capital market and corporate ownership structure greatly limits the manager's improvement and development of the market. Also, because there is no evaluation of management strategy in order to establish a scientific system, managers can cultivate the market in China does not have real operational. Therefore, company managers who market constraints negligible role. In short, China's state-owned enterprises to establish effective corporate governance structure, the key is to adjust the ownership structure, the situation changed due to the dominance of state-owned shares, diversification of investment, in order to form the basis of a sound internal and external governance mechanisms, improve management efficiency. Therefore, we must unswervingly to the reform of state-owned commercial banks and listed companies tradable share reform forward. (Author: Department of the CPC Central Committee Party School of Economics) An Useful Editor