What problems do listed companies face in internal governance?

Compared with external governance, the improvement cost of internal governance mechanism is the lowest, and the effect of "error correction" is the most obvious. If the internal governance is not done well, the nature of "final remedy" will be stronger when the external governance supervision mechanism plays its role, and the bad behavior of the company will cause greater losses to all stakeholders. At present, there are three main problems in the internal governance of listed companies in China, one is "one share dominates" and the other is "insider control". Third, the voting rights of minority shareholders have not been brought into play. Shareholder's dominance is a unique national condition in which state-owned shares are dominant and cannot circulate, while "insider control" is a common phenomenon in modern corporate enterprises. However, judging from the current situation, the violations of executives of listed companies are not only the problems of state-owned holding companies, but also the violations of executives of private listed companies are quite serious. Therefore, "insider control" is the main reason why senior executives violate the rules at present, and how to supervise "insiders" should be an important aspect to improve the current internal governance mechanism of the company. In China, the board of directors has two functions: one is to be responsible for the company's major strategic planning and decision-making, and the other is to select, evaluate and supervise operators. I think these two functions should be accomplished by independent directors and independent directors respectively. Non-independent directors are responsible for the company's major strategic planning and decision-making, and the remaining independent directors in the board of directors perform the second major function of the board of directors, namely, selecting, evaluating and supervising operators. Therefore, in the current internal governance mechanism of listed companies, the key is how to play an independent and wise role. The author believes that in order to play an independent and wise role, it is necessary to clarify the responsibilities of independent directors. I think independent directors have three responsibilities: one is to supervise managers and prevent "insider control"; The second is to restrict major shareholders and safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders; The third is to fully and effectively implement information disclosure. Figuratively speaking, independent directors should act as "police" on behalf of all shareholders. However, there is still a problem here, that is, how to choose independent directors. I think there are still many disadvantages in the process of selecting independent directors of listed companies in China. Therefore, to improve the independent director system of listed companies, we should choose reasonable methods, improve recommendation methods, improve policies and regulations, give independent directors corresponding rights, establish market mechanism, cultivate independent director market, establish self-regulatory organizations, and standardize independent directors' behavior, which is the fundamental problem to truly play the role of independent directors. Giving full play to the voting rights of minority shareholders is an important aspect to improve the internal governance mechanism of the company. We know that the shareholders' meeting is the most important place for shareholders to claim their rights, and the ultimate goal of shareholders' rights positioning is to realize shareholders' value. To truly realize shareholder value, we must let the majority of small and medium shareholders actively participate in the decision-making of the shareholders' meeting. The orientation of shareholders' rights should be reflected in protecting the interests of the majority of small and medium-sized shareholders and the right to participate in the decision-making on major issues of the company. At present, the former is overemphasized and the latter is neglected. Although the establishment of independent directors is an effective way to protect minority shareholders, it does not mean that minority shareholders can do everything. We should also innovate and improve the voting system of shareholders' general meeting and strengthen the protection of entity power through procedural regulation, which is the mature performance of corporate governance mechanism. I want to adopt the proxy voting system to exercise the right to vote on major issues of the company, which is the embodiment of advocating the decision-making power of the shareholders' meeting. Proxy voting system-proxy voting system is a proxy voting system. Shareholders of the company may entrust an agent to attend the shareholders' meeting, and the agent shall submit a power of attorney to the company and exercise the right to vote within the scope of authorization. Shareholders vote in person or entrust others to vote, and both have the same effect. There are three main ways of proxy voting system in practice: first, shareholders entrust each other to vote; Second, shareholders entrust voting rights to the board of directors; Third, shareholders grant professional intermediaries the right to vote. With the expansion of the company and the increase of the number of shareholders, it becomes more and more difficult for shareholders to vote by proxy. Shareholders entrust voting rights to the board of directors, even if they are granted to independent directors, it will weaken the function of shareholders' meeting and become the board of directors in disguise; Shareholders grant voting rights to professional intermediaries. As long as these institutions have research and opinions, they can really express their opinions for circulating shareholders, even if they provide paid services for institutional investors, it is understandable. The market has this demand, at least institutional investors represented by funds have this demand. I believe there will be a benign interaction between institutional investors and small and medium investors. In addition, with the development of modern communication technology, investors can vote by telephone and computer network, and there should be no technical obstacles in verifying identity and counting votes through exchanges and central clearing companies. However, the adoption of this modern communication system is revolutionary for the voting system of China's shareholders' general meeting, because only in this way can the contradiction between the cost and income asymmetry of small and medium shareholders' participation in the shareholders' general meeting be alleviated, so that they are interested in participating in corporate governance and can hear their own voices at the shareholders' general meeting; Only when circulating shareholders vote for independent directors and implement the proxy voting system can we have a solid shareholder base and shareholder democracy be reflected.