(A) the status quo of the ownership structure of listed companies in China
There are some outstanding problems in the ownership structure of listed companies in China, such as the monopoly of state-owned shares, the high concentration of shares and the high proportion of circulating shares, which lead to a series of problems in corporate governance practice, such as serious insider control, the absence of representatives of state-owned shareholders, and the looting of the interests of minority shareholders by large shareholders. Optimizing the ownership structure, realizing the diversification of ownership subjects and gradually realizing the full circulation of state-owned shares and legal person shares are the basis of corporate governance, and accelerating the establishment and improvement of laws and regulations suitable for group corporate governance. As soon as possible, study and formulate the principles of corporate governance of enterprise groups and its supporting laws, regulations and rules related to corporate governance, so as to guide the practice of corporate governance of enterprise groups and make corporate governance of enterprise groups develop in a standardized direction.
(B) Analysis of the problems existing in the internal governance structure of listed companies in China
1, unreasonable ownership structure
There are many defects and irrationalities in the ownership structure of listed companies in China. The ownership structure of listed companies in China is divided into four parts: state shares, legal person shares, social public shares and employee shares, among which only social public shares can be listed and circulated, but their share capital accounts for only about 30%, and the remaining 70% shares cannot be listed and circulated at present. At the same time, because most of the listed companies in China are restructured from former state-owned enterprises or other government-controlled entities, their shares are highly concentrated in state shares. This special ownership structure has caused a series of negative effects on the corporate governance structure, depriving shareholders of control over the company, which is not conducive to shareholders' effective restraint on operators. The proportion is unreasonable, and state-owned shares are dominant. According to statistics, as of March 30, 2002, state-owned or state-owned holding companies accounted for 5 1.02% of listed companies, making state-owned shares in an absolute holding position, which can control the shareholders' meeting, board of directors, board of supervisors and management institutions of listed companies.
Moreover, the division of autonomy is unreasonable. The development of China's stock market first experienced the process of enterprise shareholding system reform, but the enterprise shareholding system reform is facing the problem of the ownership nature of enterprises. Under the primitive public ownership, the property ownership of enterprises mainly belongs to two themes: state ownership and enterprise group accumulation. When enterprises carry out shareholding system reform, the assets held by the state and enterprises are converted into shares Therefore, a company has different stocks such as state-owned shares, legal person shares and individual shares. The government restricts the circulation of state-owned shares and legal person shares in order to protect the dominant position of China, a joint stock limited company. However, according to international practice, the ownership structure should be divided into preferred shares and common shares according to shareholders' equity.
2. Insider control is serious
Most listed companies in China are restructured from state-owned enterprises. The members of the board of directors and management personnel of listed companies are appointed by the state administration, that is, the management, as an internal director, actually controls the decision-making power of the company, and many employees are internal children, which leads to a prominent problem-serious insider control. In the process of enterprise restructuring, some senior managers in the former country became directors and managers of joint-stock companies, and they largely controlled the decision-making power. In addition, many companies adopt the practice that the chairman is also the general manager. As an institutional arrangement, corporate governance essentially solves the agency problem caused by the separation of ownership and control.
3. The board of supervisors can't play a supervisory role.
The supervisors of the board of supervisors of listed companies are mainly composed of two parts, one is recommended by the workers' congress, and the other is nominated by shareholders. Because employee representatives are led by the board of directors and managers of the company in their work, it is basically impossible to supervise them. Shareholders and supervisors are responsible to the nominees. In addition, under the current system, the operation of the board of supervisors is often a mere formality in the absence of supervision skills and performance ability.