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1、 With regard to corporate governance structure of a number of issues(A) the basic concept of Governance structure is very difficult to accurately translate a word. Its original form is Corporate governance, internal a corporate governance structure, corporate governance structure, corporate governan
2、ce mechanism in several translations. Although this book uses a corporate governance structure of this kind of translation, but here the structure should be understood as both agency (Institutions), system (systems) and control mechanisms (Control Mechanism) multiple meanings. In short, corporate go
3、vernance structure is the arrangement among the countries of the enterprise system. Such institutional arrangements, a narrow sense, refers to the corporate separation of ownership and management conditions, investors and listed companies and controlling the distribution of benefits between the rela
4、tions (Greek columns law and Wei Xini 1996; Schleifer and Vishny 1996) , can be broadly understood as on business organization, control mechanisms, the distribution of benefits to all, institutions, cultural and institutional arrangements, defining not only the businesses and their owners (sharehold
5、ers) the relationship between the companies and all relevant but also interest groups (such as employees, customers, suppliers, communities, etc., collectively referred to as stakeholders) relationship. Institutional arrangements for deciding whom such a service, who control the risks and benefits o
6、f how the distribution among the various interest groups, such as a series of problems. This system arrangement is reasonable or not is the most important determinant of business performance factors. From the perspective of improving business performance, corporate governance structure to study the
7、problem can be divided into two broad categories. The first category is manager layer, within the persons interest mechanism (Incentive Issue) and its relationship with corporate interests and the interests of outside investors compatibility issues; here, both the incentive management level control
8、problems, but also corporate social responsibility issues; this economists focus of the study. The second category is the manager level management capabilities (The Competency Issue), which is due to corporate leadership (CEO, Board of Directors) and management capabilities, ways of thinking and env
9、ironmental requirements arising from the decision-making mistakes dislocation problems; housekeeper often have a more concern. From the interest mechanism point of view, the reform of corporate governance structure, to answer what kind of enterprise system in the best interests to ensure that invest
10、ors in listed companies in the assets are duly protected and access to a reasonable return on investment issue, or more Specifically, is how to ensure the legitimate rights and interests of outside investors will not be business insiders (managers controlling layer and the possession of large shareh
11、olders) misappropriation of issues. Adam Smith in The Wealth of Nations in respect of that employment management companies manager at work is generally not so dedicated as the owners. In 1932, love Dev. Burleigh (Adolph Berle), and Kerry were satisfied. Mi Enns (Gardiner Means) of enterprise ownersh
12、ip and management resulting from the separation of the principals (shareholders) and the agent (manager level) made between the interests of departure from the economics laid the agent behavior basis. As the principal and agent, and information between the interests of departure from the high costs
13、caused by monitoring is not complete, business management decisions made by professional managers may deviate from the corporate interests of investors. For example, the investors goal is to maximize investment returns, while professional managers tend to pursue the maximization of enterprise scale,
14、 not only because of the remuneration of managers in practice with a positive correlation between firm size, but also because of the size and growth of their own brought about by come to power and status. This is more harmful than the agents embezzlement phenomenon in the performance of enterprise m
15、anagement for a variety of erosion on the interests of the clients agent acts. For example, managers with the transfer pricing and a low price to the assets sold to his own possession, controlled by other companies (or buy at high prices), to pay their inflated salaries and the anti-annexation golde
16、n parachute, the expansion serving a variety of improper spending, and so on. Because of this agent acts may be the existence of a countrys corporate governance structure for the as a client is the effective protection of the interests of outside investors or not, not only to investors and the manag
17、er level, the internal distribution of benefits among problems, but also directly affect the countrys economy. If the external one (ie, the general shareholders) investment interests will not be adequate protection, they will not invest, or do not fully invest in new enterprises that the community w
18、ould be difficult to get enough starting capital. In this case, only the investment projects within the enterprise is possible to raise the necessary funds. However, the best project within an enterprise is often not socially optimal project, with the result, not less than the optimal level of total
19、 social investment social investment projects is the choice of sub-optimal. Belonging to this aspect of funds market structure issues (such as enterprise-based sources of funds to the stock market or bank-based; enterprises equity structure), listed on enterprise management and information disclosur
20、e issues, corporate control market (mergers and anti-merger) management issues, managers compensation methods and standards, managers and directors of the effectiveness of the human resources market, and so on. From the management point of view, corporate governance structure, need to study is how i
21、t should be the leadership within the enterprise system architecture to ensure that the business arrangements for the key personnel and major decision-making correct and effective problem. Management studies suggest that a persons rational knowledge capacity is limited, on the economic benefits of u
22、nderstanding and analysis of the decision-making programs inevitably subject to background and personal experience cognitive model of filtration and refraction. Moreover, the dominant peoples behavior is not only the expected future economic benefits, as well as peoples habits, emotions, knowledge s
23、tructure, hobbies, and all kinds of subconscious mental activity. Analysis of the economic benefits of the reform of corporate governance structure is very important, but incomplete. In many cases, peoples decision-making is not based on marginal costs and marginal benefits, but out of preference ac
24、tions in the past used to keep the feelings of shear attachment, unwilling to face up to painful reality because of the psychological trend in self-deception, Out of loss-making project to put in additional investment may be able to save a little over wishful thinking of the commitment to upgrade (e
25、scalating commitment to a failing course) fantastic, and so on. The practice of management activities from the point of view, the failure of most businesses is a long process of decline. In addition to outside the enterprise can be said that the collapse of most enterprises are drag you down to. In
26、the long downhill on the change is often not the managers of the incentive mechanism, but rather in charge of President of the cognitive model. In recognition of this problem, due to rigidity caused by cognitive model of decision-making errors, not the interests of the adjustment mechanism of the me
27、chanism can be resolved. Managers of the agent acts is only present in the separation of management and ownership among listed companies, while the cognitive model mismatch problem exists among all businesses, including property rights and the management of the unity of the private sector. Problems
28、generally fall into this category are: the decline of the organization process and the reasons for that; corporate decision-making system settings (the boards independence and work procedures; right number one system of constraints, etc.), core staffing arrangements (president, directors, senior man
29、agement selection, leaders of the team composition, president of the management life cycle, president and director of assessment and removal procedures), and so on. (B) Overview and Trends Countries in the world corporate governance structure of the institutional arrangements vary widely. Generally
30、speaking, the United Kingdom the United States stock market is relatively developed, enterprise asset structure, holds an important position in the stock market, while in Japan and Germany, mainly from venture capital controlled by banks and financial groups. The following table lists the major deve
31、loped countries companies classification of asset-holders. Table 1: Classification of holders of enterprise assets, 1996 (percentage of total assets) National United Kingdom United States France, Germany, Switzerland Japan Personal 49% 21% 15% 23% 19% 20% Bank 6% 1% 10% 7% 1% 15% Pension insurance f
32、und 28% 50% 12% 9% 14% 12% Investment Fund 12% 8% 8% 11% 15% - Other financial institutions 1% 9% - 3% - 15% Non-financial enterprises - 1% 42% 19% 11% 27% The Government - 1% 4% 2% 8% 1% Foreign shareholders 5% 9% 9% 25% 32% 11% Total 100% 100% 100% 100% 100% 100% Source: Organization for Economic
33、Cooperation and Development (OECD, 1998:16) Note: The figures for the UK by the end of 1994; Japans pension funds, investment funds statistics included in the other financial institutions package. As can be seen from the table, the U.S. companys assets primarily from individuals (49%) and institutio
34、nal investors (pension, insurance funds and investment funds, 40%); Germany and Japan, mainly from banks and other non-financial enterprises (52%, respectively and 42%). Capital markets with such different structures corresponding to the different interest groups share in the enterprise structure of
35、 the status of target different. According to the United States long-term plan magazines (Masaru Yoshimori, 1995) 1995, a survey published in the United Kingdom and the United States more than 70% of business managers believe that the interests of the shareholders come first; while in France, German
36、y, and Daily, the vast majority of enterprise managers that the corporate existence of the interest groups for all services (see Table II). Black bars in the table in favor of the existence of business interest groups for all services in this business goals expressed in the percentage of managers; w
37、hite bars in favor of the interests of shareholders first important goal of the managers expressed the percentage. It is obvious that the shareholders in the Anglo-American supremacy of market share, corporate managers responsibility to make as much as possible to maximize profits for shareholders,
38、while Japan, France, Germany also stressed that all the relevant interest groups interests. Table II: the five major-market economy country comparison of business objectives In the eighties, the academic community, Japan, Germany and systems respected, and that such banks and enterprises Holdings me
39、thods are conducive to encouraging enterprises to focus on long-term development; while the stock-based Anglo-American capital markets are prone to short-term behavior of managers To the immediate return on investment long-term damage to the interests of enterprises. Since the nineties, as the U.S.
40、economy on Japan, Germany and the rising economic status of comparative advantage that the U.S. system, superior point of view gradually prevailed, the main point is the U.S. system, more emphasis on the protection of investors, the stock market developed comparatively complete and easy financing ,
41、the most pro-business metabolism, thus promoting economic development. Table 3 is a U.S. National Bureau of Economic Research study in 49 countries of the world capital market capacity, the per capita number of enterprises, the per capita number of new listed companies statistics. Table 3, capital m
42、arket and enterprise development in the International Comparison external financial market and the number of enterprises number of new listed companies GNP ratio / per million population / per million population, Anglo-American law system 60% 35.45 2.23 French law 19% 11.89 0.28 Germany and France,
43、Department 46% 16.79 0.12 Scandinavian legal systems 30% 27.26 2.14 overall (49 countries) 40% 21.59 1.02 Source: Le. Botta, La Bozi. De. Race Plains and the Greek columns Act 1999; (La Porta, Lopez-de-Silanes and shleifer, 1999) As can be seen from Table 3, in the United States as representative, c
44、ommon-law countries, the most developed stock markets (GNP to 60%), the number of enterprises per capita and per capita number of newly listed companies (Initial Public Offering) are far higher than the other state. Vertically point of view, the governance structure of the United States from the lat
45、e 80s, since the early 90s there have been major changes. Wharton School of Business with the United States, Professor Mike. Useem (Michael Useem)s words, the U.S. system is in fact from the manager in charge by the full, free from supervision and control of the manager of capitalism by investors to
46、 the control, supervision management level of investor capitalism transformation. An obvious feature of this transformation is the capital market structure change. Over the past few decades, the U.S. capital markets, fundamental changes in the structure of various institutional investors share is increasing. As Table 4 shows, the institutional investors in the United States the proportion of corporate assets in 1950 fr