The reform of mixed ownership of state-owned enterprises was put forward in the 1990s. After nearly 30 years of development, it has made remarkable economic achievements and emerged a large number of key enterprises with international competitiveness. However, it must be pointed out that due to the specific internal and external conditions during the economic transition period, most enterprises only mix forms at the equity level, and the deep-seated problems such as internal governance structure and governance mechanism have not been fundamentally solved, which has become a restrictive factor for the further improvement of the performance of state-owned enterprises. In the past three years, the reform of state-owned enterprises has been clear. To further deepen the reform of mixed ownership of state-owned enterprises, it is necessary to overcome difficulties, break down institutional and institutional obstacles left over from history, and deepen the integration of state-owned enterprises and market economy. This action plan urges enterprises to promote the reform with more firm determination and stronger attitude, fully release the reform achievements of mixed ownership, effectively improve the competitiveness, innovation ability and risk resistance of state-owned enterprises, and play a demonstration role in stabilizing the industrial chain supply chain and promoting economic stability.
Through long-term observation and research on the reform process of mixed ownership of enterprises in reality, this paper puts forward the following policy suggestions on how to improve the internal governance mechanism and market-oriented operation mechanism of state-owned enterprises and deepen the reform of mixed ownership of state-owned enterprises.
Optimize the governance structure of the board of directors
Give full play to the governance advantages of non-state-owned shareholders
The board of directors is the core of the company's internal decision-making control system, which not only plays the functions of supervision and control, advice and consultation, resource allocation, etc. in corporate governance, but also serves as the link between Unicom shareholders and management. Having a board seat is the most important channel for non-controlling shareholders to participate in company decision-making and obtain non-public internal information. After the reform of mixed ownership of state-owned enterprises, non-state-owned capital investors were introduced to form a diversified property right subject. Compared with state-owned capital, non-state-owned shareholders are more willing to participate in corporate governance because their profit-seeking motivation is stronger. Encourage non-state-owned shareholders to send representatives of interests to the board of directors, so that the mixed reform can go deep into the governance level from the equity level, so that the members of the board of directors can more fully represent the interests of various economic sectors of different ownership systems, supervise each other and complement each other, which is conducive to improving the efficiency and effectiveness of enterprise management decisions.
First, adjust the size of the board of directors to improve the effectiveness of decision-making.
Any decision is made based on the relevant information collected, and so is the business decision. The more diverse and comprehensive the information sources are, the more likely it is to make the best decision in the current situation. However, there are often great differences between state-owned shareholders and non-state-owned shareholders in professional background, work experience and knowledge structure. Promoting non-state-owned shareholders to join the board of directors, expanding the size of the board of directors, bringing together directors from various backgrounds and improving the heterogeneity among board members can not only bring richer social relations and external resources to the development of enterprises, but also provide more comprehensive information and diversified opinions in the process of business decision-making, which will have a positive impact on the accuracy and effectiveness of board decisions. However, it must be noted that the bigger the board of directors, the better. The excessive expansion of the board of directors will lead to the increase of communication costs when the board makes decisions, and it is difficult for directors to coordinate. Therefore, in the reform of mixed ownership, state-owned enterprises should fully delegate power to non-state-owned shareholders, provide a smooth channel for non-state-owned capital to participate in the core decision-making of enterprises, scientifically and reasonably determine the optimal size of the board of directors under the principle of weighing costs and benefits, and further improve the quality of business decision-making.
Second, strengthen the independence of the board of directors and give full play to its supervisory function.
In enterprises after the reform of mixed ownership, state-owned shareholders often still occupy the absolute right to speak, and there is a great degree of information asymmetry between non-state-owned shareholders as external investors and state-owned enterprises. Because it is difficult to understand the actual operation of enterprises, it is difficult for non-state-owned shareholders to play the role of equity balance in corporate governance. The Operational Guidelines for Mixed Ownership Reform of Central Enterprises issued by the State Council State-owned Assets Supervision and Administration Commission on 20 19 pointed out that "non-public capital should be allowed to send directors or supervisors as much as possible". Actively promoting non-state-owned shareholders to appoint directors to participate in the high-level governance of state-owned enterprises will help non-state-owned shareholders to obtain more adequate information and voice, ensure the independence of the board of directors in making motion decisions, and accelerate the fundamental transformation of mixed-state-owned enterprises from administrative governance to economic governance. The mixed reform of China Unicom is a successful example of non-state-owned shareholders' participation in governance: while the state-owned shareholders still maintain absolute control, the directors appointed by Baidu, Alibaba, Tencent and JD.COM actively participated in the previous boards of China Unicom and effectively participated in the major decisions and internal system audits of China Unicom, which played a good supervisory and governance effect.
The survey of private enterprises by the All-China Federation of Industry and Commerce shows that the basic requirement for most private capital to participate in the reform of mixed ownership of state-owned enterprises is that "investing in state-owned enterprises must at least send a director and be' trustworthy'". Compared with pure equity mixing, non-state-owned shareholders can obtain more internal information, safeguard their legitimate rights and interests and improve the effectiveness of decision-making by appointing directors to the core authority of the company. Specifically, before the board meeting, the senior management of the company needs to provide the directors with relevant information on the matters under consideration. In the process of participation, directors can also get additional information from communication with management. More comprehensive information acquisition will help non-state-owned shareholders to alleviate their information disadvantages, express their own interests more fully, and enhance their ability to check and balance state-owned actual controllers and supervise senior executives. On the other hand, the entry of non-state-owned capital into the board of directors can improve the effectiveness of its supervision and curb the phenomenon of "one share dominates" of state-owned shares.
Improve the governance mechanism of the board of directors
Improve the effectiveness of board governance
To further promote the reform of mixed ownership in corporate governance, we should not only be satisfied with the standardized construction of the board of directors, but also pay attention to whether the board of directors has effectively fulfilled the scientific and strategic decision-making function and supervision function entrusted to it. It is suggested that the mixed-reform enterprises should improve the governance mechanism of the board of directors from three aspects: the board meeting, the professional committee of directors, and the participation of party organizations in governance, so as to promote the mature and stereotyped enterprise system with China characteristics and ensure the effectiveness of board governance.
First, improve the effectiveness of the board of directors and urge directors to be diligent and conscientious.
As the main way for board members to participate in the company's decision-making, provide suggestions and strengthen supervision, the board meeting reflects the intensity of board activities and the degree of directors' performance. By convening the board meeting, directors can have full communication and interaction, which is helpful for directors to be familiar with the current business situation of the enterprise, understand the background information of the proposal, and exercise their voting rights and supervision and management rights more effectively. Therefore, enterprises should improve the operation mechanism of the board of directors, increase the participation of directors, ensure the quantity and quality of board meetings, and improve the efficiency of business decisions.
With the development of modern communication technology, the way of convening the board of directors is no longer limited to offline meetings. Informal meetings such as telephone conference and network conference can not only reduce the time cost and money cost of board members' participation in the meeting, but also make the time and place of the meeting more flexible, which provides convenient conditions for the timely and efficient development of board meetings. Whether it is a formal or informal board meeting, under the premise of ensuring the quality of the meeting, high-frequency convening can provide a good communication atmosphere for board members and enhance the willingness of directors to participate in the company's business decisions. Enterprises should flexibly choose the convening form of the board of directors according to the importance of deliberating proposals, with formal meetings as the main meeting and various informal meetings as the supplement, so as to effectively ensure that the board of directors can give full play to its scientific decision-making and supervision role and form positive feedback on the governance of the board of directors and the performance of mixed reform enterprises.
Second, set up a professional board committee, emphasizing the separation of responsibilities.
The reform of mixed ownership requires the establishment of a diversified board of directors, and all shareholders have equal rights, perform their duties and operate in an orderly manner. The establishment of special committees of the board of directors can help the board of directors to achieve "specialization", play a role instead of the board of directors when the board of directors is not in session, and strengthen the transparency of enterprise information and the control and supervision of the general manager. The separation between the chairman and the general manager is also an important measure to improve the governance mechanism of the board of directors and the modern corporate governance system. The establishment of the positions of chairman and general manager can reflect the balance between the independence of the board of directors and the decision-making freedom of senior management. When the chairman and the general manager are the same person, the supervision and control function of the board of directors is weakened, and the business decisions of enterprises are greatly influenced by the personal preferences of the general manager and the chairman, which often leads to irrational business decisions or inefficient resource allocation. Clearly divide the responsibilities and authorities of the chairman and the general manager, so that the directors can focus on business decisions and the managers on the business level, and promote the operational efficiency of the enterprise through division of labor and specialization.
Third, strengthen the role of party organizations in corporate governance.
Party organization governance in state-owned enterprises refers to the system of "two-way entry, cross-employment" and "pre-discussion" between the party organizations and the board of directors, the board of supervisors and the managers, thus forming the institutional arrangement of state-owned enterprise governance with China characteristics. Adhering to the party's leadership over state-owned enterprises is a major political principle and must be consistent; Establishing a modern enterprise system is the direction of state-owned enterprise reform and must be consistent. In the practice of mixed ownership reform, enterprises should give full play to the political guidance of the Party organization, manage the overall situation and ensure implementation, and the governance function of modern enterprise system and legal person structure, so that the Party's leadership over state-owned enterprises and the establishment of modern enterprise system complement each other and thoroughly implement the "two consistences".
Strengthen the market-oriented operation mechanism
Stimulate the endogenous vitality of state-owned enterprises
The main goal of mixed ownership reform is to achieve win-win cooperation between different ownership capitals. By introducing non-state-owned capital, we can stimulate the endogenous vitality of enterprises, enlarge the function of state-owned assets, and realize the preservation and appreciation. It is an important link in the process of deepening the reform of mixed ownership to promote the transformation of the operating mechanism of state-owned enterprises and accelerate the deep integration of state-owned enterprises as market players with the market economy. Perfecting the market-oriented operation mechanism of state-owned enterprises mainly includes two aspects: manager selection system and incentive mechanism.
First, implement a market-oriented manager selection mechanism.
State-owned enterprises should introduce market competition mechanism into their management, get rid of the institutional problems left over from history, fully stimulate the development vitality of state-owned enterprises and enhance their ability to serve social and economic development. In the three-year action plan for the reform of state-owned enterprises, it is specifically mentioned that "the tenure system and contractual management of managers should be vigorously promoted, and qualified enterprises, especially commercial sub-enterprises, should accelerate the implementation of the professional manager system in accordance with the principles of market-oriented selection, contractual management, differentiated remuneration and market-oriented exit". It can be seen that it is necessary and important to implement the professional manager system in the mixed reform of state-owned enterprises.
The market-oriented manager selection mechanism has high transparency. In the full and true information, there are managers who are honest in management, dare to innovate, and have quality and spirit. Dishonest, irresponsible and incompetent managers will definitely quit the market. At the same time, because the reputation in the market will directly affect the future promotion opportunities and salary income of managers, it can restrain the opportunistic behavior of executives to some extent. Therefore, accelerating the establishment of professional manager system can effectively guarantee the healthy growth of mixed ownership enterprises.
Second, improve the incentive mechanism.
The implementation of the professional manager system inevitably needs a perfect incentive mechanism. Only by establishing the optimal executive compensation mechanism can professional managers be prompted to maximize their own interests into corporate profits. In China, the government has issued relevant documents on equity incentive for many times, and the direction of encouraging the development of equity incentive as the main incentive method for managers and employees of state-owned enterprises has been clear. With the deepening of mixed ownership reform, state-owned enterprises should comprehensively promote the marketization of employment, improve the market-oriented salary distribution mechanism, and promote the salary distribution to talents with outstanding contributions and front-line positions. Flexibly carry out medium and long-term incentives in various ways, and implement more diverse incentives that are more in line with market rules and enterprise reality.