Corporate governance structure should solve three basic problems related to the success or failure of the company:
First, how to ensure the return on investment of investors (shareholders), that is, to coordinate the interests of shareholders and enterprises. In the case of separation of ownership and management rights, shareholders may lose control because of the decentralization of equity, and the enterprise is controlled by insiders (managers). At this time, the insiders who control the enterprise may make decisions that violate the interests of shareholders and infringe on their interests. This situation will make investors unwilling to invest or shareholders "vote with their feet", which is not conducive to the long-term development of enterprises. Corporate governance structure is to ensure the control and interests of the owners (shareholders) from the system.
Second, the relationship between the various interest groups in the enterprise is coordinated. This includes incentives for managers and other employees, as well as constraints on top management. The solution of this problem is helpful to deal with the interests of all groups in the enterprise, and can also avoid the adverse impact of senior executives' decision-making mistakes on the enterprise. This is the basic level of the company.
Third, improve the ability of enterprises to resist risks. With the continuous acceleration of enterprise development and the continuous expansion of enterprise scale, the relationship between shareholders and enterprises, the relationship between various interest groups within enterprises, the relationship between enterprises and other enterprises, and the relationship between enterprises and the government will become more and more complicated, and the development risks will also increase, especially the legal risks. Reasonable corporate governance structure can effectively alleviate the conflicts of various interest relations and enhance the enterprise's own ability to resist risks.
Private enterprises refer to all non-public enterprises. Only when China's private enterprises develop to a certain scale and strength can they establish a corporate governance structure.
China private enterprises to establish an effective corporate governance structure need to do the following three things:
First of all, about the system
1. The so-called investor is the person who invests capital in the enterprise, that is, the owner of the enterprise capital, that is, the shareholder. Once anyone's property (capital) is invested in the enterprise, it becomes the legal person property of the enterprise, and the investor enjoys the rights of the investor. These rights mainly include the right to benefit from assets, the right to participate in major decision-making of enterprises in accordance with legal procedures, the right to hire managers, and the right to transfer shares. Under the condition of market economy, the assets of state-owned enterprises, like other ownership assets, must have a clear investor representative. At the same time, state-owned assets should also have the property rights elements of general assets: ownership, management right, income right and disposal right.
2. In order to improve the investor system of state-owned assets, it must be further clarified that SASAC is not an administrative agency of the government, nor is it an administrative subordinate relationship with the enterprises under its jurisdiction, nor is it a superior-subordinate relationship, but a relationship between shareholders and enterprise legal persons, which is a principal-agent relationship. SASAC, as the representative of the investor, should not only exercise the shareholders' rights according to law, but also ensure that it is not offside or ultra vires, and enjoy the right of income, major decision-making and operator's choice over the state-owned assets under its jurisdiction. Otherwise, if we continue the administrative intervention according to the subordinate relationship, the phenomenon of "boss plus mother-in-law" will intensify, and the enterprise will be executed and return to the original point of reform. Not only that, because SASAC has more power than the previous government departments, the problem may become more complicated, and once the decision is wrong, the loss will be more serious.
3. To improve the investor system, we should also establish the corresponding responsibility mechanism. SASAC must report to the National People's Congress on the operation of state-owned assets and the implementation of state-owned capital operation budget every year. People's congresses at all levels must set up special audit and supervision institutions to evaluate, inspect and supervise the operating performance of state-owned capital. At the same time, establish a system of accountability, and hold the parties responsible for the loss of state-owned capital operation caused by decision-making mistakes.
Second, participate in governance.
Although the theory of stakeholders' corporate governance itself is not perfect, and the ways of stakeholders' participation in corporate governance are also being explored in practice, stakeholder governance has gradually become the development trend of corporate governance in various countries. In the practice of corporate governance in China, events that stakeholders, including minority shareholders, creditors and employees, are infringed upon occur from time to time. Therefore, it has become an urgent task for our country to explore the mechanism and feasible ways for stakeholders to participate in corporate governance.
Continuing to promote the reform of property rights system and establishing a reasonable corporate equity structure and corporate creditor's rights structure are the basis for establishing a company's internal checks and balances mechanism and an effective supervision mechanism. The situation of "one share dominates" generally exists in China's listed companies, and the controlling shareholders easily use their controlling position to occupy the funds of listed companies, which seriously affects the operation of listed companies and directly harms the interests of listed companies and investors. We should actively promote equity diversification and change the situation of "one share dominates" of listed companies. However, international experience shows that too scattered equity can also lead to problems such as insider control. Therefore, China's enterprise property rights reform must proceed from China's reality, fully consider the real property rights accumulated by China's state-owned enterprises, especially large enterprises, advocate and promote mutual shareholding between state-owned enterprises and between state-owned enterprises and non-state-owned enterprises, and realize the diversification, decentralization and corporatization of equity on this basis.
Third, external supervision.
These institutions are usually banks in Japan and Germany, while in the United States, they are mainly institutional investors, such as pension funds. Institutional investors in China have also made great progress. However, the overall scale is insufficient and the type is single, and it still belongs to the "silent majority" in participating in corporate governance, and it has not made its due voice in the cause of corporate governance improvement. In China stock market, institutional investors are only traders who vote with their feet, not investors who are oriented by corporate governance. Therefore, it is an important task for China to establish a dynamic mechanism for institutional investors to participate in corporate governance, explore effective ways to participate in corporate governance, and give full play to the role of institutional investors in corporate governance.
Fourth, establish a system.
Effective corporate governance needs a good institutional system and external environment. From the experience of developed countries, to achieve the goal of corporate governance, we need a competitive product market and capital market, an active corporate control market and an incentive and supervision mechanism for managers. We need not only a perfect company law, but also strict auditing and financial information disclosure systems, strict anti-fraud laws and regulations, as well as an efficient and high-level judicial system, administrative supervision institutions and self-discipline organizations. The development of China's capital market is not long, the corresponding legal system is relatively backward, the credibility of administrative supervision institutions and intermediary organizations is not enough, and the efficiency of the judicial system is not high. All these must be improved and built from a systematic point of view to create good external conditions for establishing an effective corporate governance structure.