How to improve the external governance structure of Chinese enterprises

The improvement of the market mechanism is the main content of the improvement of the company's external governance structure, which is mainly manifested in the following aspects: First, make full use of the labor market of managers and improve the incentives and constraints for managers. The most important equity incentive mechanism in this regard depends on the improvement of the level of market supervision; secondly, to give full play to the role of creditors; Third, we should give full play to the role of the securities market.

In addition, finance and economics are also an important force to promote enterprises to improve corporate governance.

1. It is necessary to provide investment incentives to investors through property rights arrangements to solve the problem of incomplete contracts;

2. It is necessary to provide incentives for operators to work hard through the design and implementation of governance mechanisms to solve the problem of information asymmetry.

Corporate governance should include both governance structure (property rights arrangement) and governance mechanism (design and implementation of various corporate governance mechanisms). The division of the two levels and the rational construction of the logical relationship fully reflect the original intention of the proposed governance as "the distribution and implementation of authority".

Institutional arrangements for corporate governance made by external governance companies to adapt to the external market. Shareholders or potential shareholders and creditors are mainly connected to the company through the capital market; Operators, employees and customers are connected to the company mainly through the labor market and the product market. **The partial substitution of the market also constitutes an important exogenous variable in corporate governance.

The company's external governance activities are mainly reflected in the capital market, product market, labor market, national laws and social mysteries.

Principles and codes of corporate governance have been established in different countries and have been issued by exchanges, companies, financial institutions, investors, or directors associations and managers with the support of national and international organizations. In summary, while the hand associated with the listing requirements of the ** exchange may have a mandatory effect, it is not mandatory by law to follow these recommended governance methods.

Company Law of the People's Republic of China

Article 13 The legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the articles of association, and shall be registered in accordance with the law. If the legal representative of the company is changed, the change registration shall be completed. Article 20 Shareholders of the Company shall abide by laws, administrative regulations and the articles of association of the company, exercise their rights as shareholders in accordance with the law, and shall not abuse their rights to harm the interests of the company or other shareholders; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors.

Where a shareholder of a company abuses his rights as a shareholder and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with law.

Where a shareholder of a company abuses the independent status of the company's legal person and the limited liability of shareholders to evade debts and seriously harm the interests of the company's creditors, they shall be jointly and severally liable for the company's debts.

Set up a diversified and stable shareholding structure.

The diversification of the shareholding structure is the foundation of good corporate governance, which helps to form an effective check and balance mechanism, fundamentally protects the rights and interests of shareholders and the company, and ensures that the company's profits are maximized.

2) Establish a sound governance structure and clear boundaries of responsibility. Each governance entity performs its own duties, assumes its own responsibilities, operates independently, and checks and balances each other, so as not to overstep or lack positions. General Meeting of Shareholders.

It is the highest authority and makes annual resolutions on major matters of the whole bank; Board of directors.

It is responsible for the formulation of long-term development strategies and decision-making on major issues; Supervisory board.

It is a supervisory body that inspects and supervises the risks, finance, internal control and performance of directors, supervisors and senior executives of Xiaoyin Company in accordance with the law; Senior management is the executive body and is accountable to the Board of Directors, which is responsible for the operation and administration of the business and the decisions of the Board of Directors.

3) Create a standardized and scientific operating mechanism. Establish an overall planning mechanism to improve the scientific nature of decision-making of the three sessions.

4) Form a sound disclosure mechanism. Sunlight is a good preservative, and information disclosure is an effective form for listed companies to accept social supervision.

Establish a mechanism for the board of directors to manage major decisions, managers to be responsible for daily operations, the board of supervisors to be responsible for supervision, and shareholders and shareholders' meetings to supervise and participate in decision-making.

From the perspective of corporate governance structure, this is to improve the governance structure of the company's slow closure.

However, to really play a role, we still need a sound and scientific management system.

For example, the structure of the separation of powers of the public, the procuratorate, and the judiciary alone may not necessarily guarantee a perfect legal society.

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Hello friends, we can improve the corporate governance structure of our country in the following aspects: 1. Standardize the legal framework of the company: establish a modern legal framework for the company, supplement and improve the legal system of the company.

It is clearly stipulated in terms of company establishment, governance, shareholding structure, information disclosure, etc., to respond to the changing market and social needs. 2. Strengthen the disclosure of corporate governance information: require the company to disclose true, accurate and timely information to the market and society, so that investors, shareholders and regulators can better understand the company's operation and decision-making, and improve the transparency and fairness of corporate governance.

3. Improve the effectiveness of the independent director system: establish and improve the independent director system, strengthen the responsibilities and powers of independent directors, and promote the effectiveness and fairness of corporate governance. Independent directors are required to have sufficient authority and autonomy, and to improve the attractiveness of their positions and improve their personal quality and professional level through a scientific remuneration system.

4. Improve the quality of the company's board members: strengthen the training and assessment of the board members, improve their professional level and management ability, and ensure that they can perform the duties of the board members and play their due role. 5. Improve the protection system for shareholders' rights and interests

Protect the rights and interests of small and medium-sized investors, crack down on insider trading, stock price manipulation and other violations of laws and regulations, increase the accountability of directors and senior executives, and prevent corporate governance failures and abuse of rights. <>

The issue of the arrangement of the enterprise system in the economy. In a narrow sense, this arrangement refers to the conditions for the separation of ownership and management of an enterprise, the relationship between the interests and control of investors and listed companies, and in a broad sense, it refers to the law, organization, document and arrangement of the organization, control mechanism, and interests of the enterprise, which is not only the relationship between the enterprise and its shareholders, but also includes the relationship between the enterprise and the relevant interest groups (e.g., employees, customers, suppliers, and communities). collectively referred to as stakeholders). This system and arrangement determines a series of issues about who the enterprise serves, who controls it, and how the risks and benefits are distributed among the various interest groups.

The consistency of this arrangement is one of the most important determinants of an enterprise's performance. From the perspective of improving the performance of enterprises, the problems to be studied in the governance structure of enterprises can be roughly divided into two categories. The first type is the incentive issue of the interest mechanism of the layer and insiders and the external collision with the enterprise.

The governance structure of an enterprise is mainly to solve: the so-called corporate governance structure refers to a set of institutional arrangements for the owners (shareholders) to supervise, incentive, control and coordinate the company's operation and management and performance in order to achieve the effectiveness of resource allocation, which reflects the relationship between the participants who determine the company's development direction and performance.

A typical corporate governance structure is a framework of interrelationships between the owners, the board of directors, and the executive management level. According to international practice, the internal governance structure of a larger company is usually composed of a shareholders' meeting, a board of directors, a managerial level and a board of supervisors, which divide labor and check and balance each other in accordance with the powers, responsibilities and interests conferred by law.

Definition: Corporate governance structure refers to the structural institutional arrangement in which the ownership and management rights of the company form a mutual check and balance relationship based on fiduciary responsibility in order to achieve the best operating performance of the company.

The shareholders' meeting is composed of all shareholders and is the highest authority and decision-making body of the company.

The company's internal institutions are composed of the board of directors, the board of supervisors and the general manager, who respectively perform the company's strategic decision-making functions, discipline supervision functions and operation and management functions, and carry out corporate governance objectively, fairly and professionally under the premise of mutual checks and balances in accordance with their powers, and be responsible to the shareholders (congress) to maintain and strive for the company's best business performance!

The board of directors is the office of the shareholders (general meeting) when it is not in session. Nuclear do.

The shareholders' meeting, the board of directors and the board of supervisors all perform their functions by forming resolutions, while the general manager performs their functions by administrative decisions and executive power.

The corporate governance structure includes: 1. The shareholders' (general meeting) is composed of all shareholders and is the highest authority and the highest decision-making body of the company. 2. The company's internal institutions are composed of the board of directors, the board of supervisors and the general manager, who respectively perform the company's strategic decision-making functions, discipline supervision functions and operation and management functions, and carry out corporate governance objectively, fairly and professionally under the premise of mutual checks and balances in accordance with their powers, and be responsible to the shareholders (congress) to maintain and strive for the company's best business performance.

3. The board of directors is the office of the shareholders (general meeting) during the intersessional period. Article 36 of the Company Law The composition of the shareholders' meeting and the status of the shareholders' meeting The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.

Article 44 Composition of the Board of Directors A limited liability company shall have a board of directors, and its members shall be three to thirteen; However, except as otherwise provided in Article 50 of this Law.