Corporate governance generally refers to the methods of corporate management and incentive and restraint. Different organizations and experts have different explanations. We believe that the corporate governance structure of commercial banks is an institutional arrangement that aims at maximizing the interests of shareholders and rationally distributing rights and responsibilities among investors, board of directors and senior management. The core is to solve the problems of corporate control and residual claims. Due to the industrial characteristics of commercial banks, their governance structure should at least include the following three aspects: first, the organizational structure composed of shareholders' meeting, board of directors and management; second, the governance mechanism based on this organizational structure; and third, the relationship between the governance structure, governance mechanism and risk control of commercial banks should be properly handled. Judging from the mainstream governance structure of international banking, due to the differences in capital market development, ownership structure, transfer of control rights, the role of the board of directors, the correlation between performance and income, and the degree of information disclosure, commercial banks mainly have two modes: Anglo-American mode and Japan-Germany mode. Judging from the reform trend of China's commercial banks, it is developing to the Anglo-American model, that is, the governance structure is constantly optimized. This optimization mainly includes: maintaining the competitiveness of commercial banks in implementing external governance; Reasonable distribution and exercise of the control right of commercial banks, so that the residual claim right and control right are symmetrical; The board of directors and management have clear rights and responsibilities, and have good evaluation and incentive and restraint mechanisms; Clear information disclosure and analysis mechanism. According to the direction of governance structure optimization, from the current practice analysis of commercial banks in China, the optimization of governance structure of commercial banks mainly faces the following obstacles:
1. The absence of subjects caused by soft budget constraints of commercial banks has delayed the optimization and improvement of the governance structure of commercial banks. The perfection of the governance structure of commercial banks is the conscious behavior of microeconomic subjects, but it is influenced by macroeconomics. If the subject is absent, it will restrict the optimization of the overall governance structure. The development of commercial banks in China presents obvious soft budget characteristics, that is, when commercial banks are insolvent, external organizations give liquidity support to commercial banks through non-market means, thus avoiding bankruptcy and liquidation. Due to the constraint of soft budget, the optimization of the governance structure of commercial banks in China appears the phenomenon of subject absence. According to the types of commercial banks in China at present, we can analyze them from three levels: First, the absence of owners of state-owned commercial banks has caused the absence of subjects to optimize the governance structure. Because the dominant position of state-owned commercial banks is virtual, their entrustment rights must be authorized by bureaucratic organizations and implemented by them. In fact, nominally, the control of state-owned banks is highly concentrated in the hands of government officials. In the case that the residual claim right of state-owned banks belongs to the state rather than government officials, which leads to the inconsistency between government officials and national goals, government officials naturally lack the motivation to improve the governance structure, and the problem of the absence of the main body of governance structure optimization appears. Second, the game between local government and state has influenced the optimization of the governance structure of local commercial banks. Local commercial banks (in fact, it should also include urban and rural credit cooperatives) are mainly funded by local governments (local financial shares account for about 1/3 of the total shares of city commercial banks). When local commercial banks are insolvent or even have a liquidity crisis, local governments will eventually accept the central bank to solve the problem, that is, leave the problem to the state. Therefore, as investors of local commercial banks, local governments lack the motivation and pressure to optimize the governance structure of commercial banks. Thirdly, the dominant position of state-owned enterprise investors in joint-stock commercial banks restricts the optimization of their governance structure. Although the joint-stock commercial banks have introduced the modern enterprise system, which has formed a property right constraint on bank operators, the optimization process of their governance structure is limited because shareholders of state-owned enterprises often occupy a dominant position in joint-stock commercial banks. As the first national joint-stock commercial bank mainly invested by non-measurement enterprises in China, Minsheng Bank has a more perfect governance structure and excellent performance. In 2003, the bank's main business income and net profit increased by 66.87% and 60.2% respectively. It can be seen that the defects in the property right design of state-owned enterprises have affected the commercial banks they invest in and hindered the optimization of the governance structure of commercial banks.
2. The high entry threshold of the banking industry restricts the entry of foreign capital and private capital, and it is impossible to promote the optimization of the governance structure of commercial banks from the source of capital investment and the power of outsiders. The perfection of corporate governance structure is the product of the development of market economy to a certain stage. Its fundamental essence is to solve the problem of principal-agent relationship between investors and management, and to maximize the interests of enterprise investors with reasonable institutional arrangements. The degree of industry openness determines the process of optimizing corporate governance structure. Generally speaking, under the condition of open industry, all kinds of capital, including international capital and private capital, can freely enter the banking industry. In order to protect their return on investment and their due rights, investors will pay attention to the corporate governance structure, thus promoting the optimization of the corporate governance structure of commercial banks. If the performance of commercial banks is poor or the governance structure is not perfect, investors will not only implement their investment intentions by replacing the board of directors and management, but also face mergers and acquisitions by competitors. Therefore, the degree of industry openness and fierce competition will determine the degree of optimization of the governance structure of commercial banks. However, China has always adopted a cautious policy towards the development of the banking industry, especially after the financial crisis in Southeast Asia. In order to ensure the normal financial order and prevent systemic financial risks, the state closed Hainan Development Bank, Guangdong International Investment Corporation and other local financial institutions, and strictly controlled the access standards of the banking industry. Although financial institutions such as China Everbright Bank, Shanghai Bank and Nanjing Commercial Bank have introduced international capital, which has promoted the improvement of the governance structure of these commercial banks, on the whole, the openness of the banking industry has not yet formed. Therefore, it is very difficult to improve the governance structure of commercial banks with the help of external investors and industrial restructuring.
3. Judging from the external environment faced by commercial banks, neither the market pressure nor the regulatory environment has put a strong pressure on commercial banks to optimize their governance structure. On the one hand, at present, China's commercial banks are still in the stage of monopoly competition, state-owned commercial banks are in an absolute control position in the market competition, and emerging joint-stock commercial banks are not enough to fully impact state-owned commercial banks, so the credit basis of commercial banks' operation is still national credit (all financial institutions actually enjoy the credit of the state or similar countries due to the strict financial protection of the state). Under the condition of market monopoly competition based on national credit, the optimization of governance structure has no obvious effect on improving the market competitiveness of commercial banks, which leads commercial banks to focus on the expansion of business scale rather than the improvement of governance structure, and the motivation for commercial banks to reform governance structure under market pressure is seriously insufficient. For example, in 2003, the market share of state-owned commercial banks was higher than before, the non-performing loan ratio and balance decreased significantly, and the governance structure did not improve significantly. However, the market performance of Shenzhen Development Bank (00000 1), which is publicly listed and has the advantage of governance structure, is not good.
On the other hand, external regulatory policies and guidelines have not effectively guided and promoted commercial banks to optimize their governance structure. The New Basel Capital Accord regards the minimum capital adequacy ratio, external supervision and market restraint (information disclosure) as the three pillars of risk management, among which external supervision and market restraint are closely related to the governance structure of commercial banks. It can be seen that according to the development experience of developed countries, guiding commercial banks through external supervision and market constraints can turn external pressure into the driving force to improve internal governance, thus promoting the optimization of the governance structure of commercial banks. China vigorously promotes the issue of governance structure as an important measure to improve the operation and management of commercial banks and enhance their competitiveness, and has successively issued specific regulatory requirements such as Guidelines on the Governance Structure of Joint-stock Commercial Banks, Guidelines on the System of Independent Directors and External Supervisors of Joint-stock Commercial Banks, and Guidelines on Corporate Governance Reform and Supervision of Bank of China and China Construction Bank. It tries to promote commercial banks to improve their governance structure by means of external supervision in the form of laws and regulations, but the effect is difficult to guarantee in the actual implementation process. For example, the specific rate of return indicators put forward in the Guidelines for Corporate Governance Reform and Supervision of Bank of China and China Construction Bank can be regarded as the target requirements of investors (countries) for management, but the Guidelines do not specify the incentives for operators to achieve their goals, let alone the responsibilities that management should bear if they fail to achieve their goals, and how to bear the responsibilities. At the same time, for China Industrial and Commercial Bank and China Agricultural Bank, two state-owned commercial banks that have not yet carried out joint-stock reform, there are no clear guiding opinions and requirements for their governance structures, which shows that for state-owned commercial banks, the current governance reform is still in the stage of soft budget constraints. Since the promulgation of the Guidelines on the Governance Structure of Joint-stock Commercial Banks, the governance structure of China's joint-stock commercial banks has been continuously optimized according to the requirements of the Guidelines, but there is still a big gap from the standardized governance requirements. The governance structure reform of China's 1 12 city commercial banks and many rural credit cooperatives has not been gradually promoted. This means that it is still a long way to go to guide and promote the improvement of the governance structure of commercial banks through external supervision under the background that the state is committed to solving the problems existing in the governance structure of state-owned banks before 2007.
4. The governance mechanism based on the governance structure of commercial banks is still in the exploratory stage, and the conditions for comprehensively deepening the reform of the governance structure of commercial banks are not yet mature. The optimization of governance structure requires the establishment of standardized shareholders' meeting, board of directors, board of supervisors and management, and the formation of an organizational structure with clear rights and responsibilities, orderly operation, effective incentives and strong constraints. The management operation mechanism based on information technology determines the role of governance structure. Judging from the operating mechanism of joint-stock commercial banks with relatively perfect governance structure, there are still some problems that restrict the role of governance structure. For example, the shareholders' meeting, as the highest authority of joint-stock commercial banks, did not perform its corresponding duties well. Judging from the convening of shareholders' meetings of joint-stock commercial banks in recent years, each shareholders' meeting usually lasts only half a day, with an average of seven or eight topics, but there is no detailed notice and disclosure of relevant topics before each meeting, so it is difficult to ensure that shareholders' representatives fully discuss the matters discussed, which is often a mere formality; The function of the board of directors is not perfect, so it is difficult to play its role normally. Not only does the board of directors have some defects in personnel and structure, but it also lacks expert directors. Moreover, the core functions of the board of directors, such as deciding the bank's operating policy, making strategic decisions and controlling risks, have not been fully exerted. They basically consider the major issues of the bank by listening to the work report of the president, and do not make decisions directly, which is far from the modern corporate governance structure with the board of directors as the core of decision-making. The work of the board of supervisors is a mere formality, and the supervision mechanism centered on the board of supervisors has not been established. Judging from the current work of the board of supervisors of banks, it is mainly to review the financial statements of banks and the audit reports of accounting firms, which is far from the requirements of the Rules and Guidelines for the Procedures of the Board of Supervisors of Banks, and banks have not yet established corresponding systems to ensure that the board of supervisors can obtain sufficient information and fully understand the financial and risk status of banks. The internal decision-making of joint-stock commercial banks takes senior management as the core, and the integration of decision-making and implementation is prominent, lacking institutional constraints on senior management. The office meeting of the party committee and president of the joint-stock commercial bank (the members attending these two meetings are basically the same, and they are generally members of the bank's senior management) is the core of the bank's internal decision-making mechanism. The senior management is not only responsible for formulating the overall development strategy and annual development plan of the bank, but also for concrete implementation, which makes the power excessively concentrated in the senior management and the integration of decision-making and implementation more prominent; The incentive mechanism is not scientific and effective enough, and it still needs to be further improved. From the perspective of directors, supervisors and senior managers of joint-stock commercial banks, there are generally no standards and procedures for evaluating the performance of directors and supervisors at shareholders' meetings of all banks. The board of directors and the board of supervisors did not evaluate the performance of their members, and rewarded and punished them according to the evaluation results, so it was difficult to motivate and restrain the directors and supervisors. The board of directors has not established written and institutionalized performance evaluation standards and procedures for senior managers, and the determination and distribution of annual bonuses for senior managers are mainly based on the completion of tasks (tasks are often determined by senior managers themselves), lacking systematic assessment.
5. The external governance conditions of commercial banks are not fully available, which affects the optimization process of the governance structure of commercial banks. The external governance of commercial banks is mainly completed through competitive product market, capital market, banker market and bank operation information transmitted by information disclosure. First of all, the total number of publicly listed commercial banks in China is small, and the capital market cannot constrain the governance of commercial banks. The share price of commercial banks in the capital market reflects their operating performance and investors' expectations, and the consequences of managers' bad behavior are directly reflected in the company's share price. Shareholders use the information in the capital market, especially the performance comparison between commercial banks, to express their trust in the company by voting with their feet, thus forming constraints on the management. At present, there are only five publicly listed banks in China, and the state-owned commercial banks and other commercial banks that dominate the market are not publicly listed, so investors cannot complete the evaluation of the value of commercial banks through the capital market, and correspondingly, they cannot promote the optimization of internal governance of commercial banks through the pressure of the capital market. Secondly, due to the backward development of direct financing market, the external constraints on competitive products of banks are also very small. Commercial banks have not increased the pressure of internal governance because of the impact of competitive products. Third, the banker market has not yet formed, and incompetent or incompetent bankers are hard to be eliminated. At present, China's banker market has not yet formed, and neither qualified directors nor professional bank management talents can be found, excavated and flowed through the talent market. In particular, most of China's commercial banks have corresponding administrative levels, and the selection and appointment of their management talents is closely related to the selection and appointment of administrative officials. It is impossible to promote the governance improvement of commercial banks with the help of the power of the banker market. Fourth, creditors don't care about the performance of banks, so creditor constraints can't affect the governance of commercial banks. The core of public information disclosure of commercial banks is to convey the business information of commercial banks to the public, especially creditors (depositors), so as to help creditors make judgments. At present, China's strict financial control policy makes it almost unnecessary for depositors to consider the business differences between commercial banks, so the external creditor governance determined by information disclosure is currently ineffective.