How to deepen the corporate governance reform of China's commercial banks

With the corporate governance of China's commercial banks entering a new stage of development, it is of great practical significance to explore how to deepen the corporate governance reform of commercial banks and further promote the effective operation of commercial banks in accordance with the new operating framework. According to the idea of compliance, innovation and development, this paper deeply discusses the important ways and implementation framework to improve and perfect the corporate governance of commercial banks in China from many aspects. Keywords: deepening the reform of corporate governance of commercial banks Corporate governance of commercial banks is the core of modern banking system, and its advantages and disadvantages directly determine the market competitiveness of commercial banks. With the listing of many commercial banks in China in recent years, the corporate governance of commercial banks has entered a new stage of development. It is particularly necessary and urgent to further explore and promote the effective operation of commercial banks in accordance with the new operating framework. Connotation, basic elements and practical significance of corporate governance of commercial banks (I) Connotation of corporate governance of commercial banks Corporate governance is the most important organizational structure in modern enterprise system. Corporate governance of commercial banks refers to a set of institutional arrangements that connect and standardize the rights, responsibilities and interests of owners (shareholders), board of directors, managers and other stakeholders under the principal-agent system of bank corporate assets. It stipulates the distribution of responsibilities and rights of all participants in commercial banks, and defines the rules and procedures that commercial banks should follow when making decisions. Its core is the principal-agent relationship caused by the inconsistent interests of owners and operators under the condition of separation of ownership and management rights of commercial banks. The goal of corporate governance of commercial banks is to reduce the agency cost of commercial banks and maximize the interests of shareholders and corporate profits. (II) Basic elements and particularity of good bank corporate governance According to the OECD, effective corporate governance should include shareholders' rights, equal treatment of shareholders, the role of stakeholders, information disclosure and transparency, and the duties of the board of directors. The Basel Committee on Banking Supervision (2005) advocates that good corporate governance should include: establishing the strategic objectives and value standards of banks, and communicating and implementing them throughout the bank; Formulate and implement a clear post responsibility system and accountability system within the whole bank; Ensure that members of the board of directors are competent, have a clear understanding of their roles in corporate governance, and make good independent judgments on various affairs of the bank; Ensure that senior management implements appropriate supervision; Fully understand and effectively play the role of internal and external audit and other control departments in promoting good corporate governance; Ensure that the salary policy and specific practices are in line with the bank's moral values, objectives, strategies and control environment; Maintain the transparency of corporate governance; Understand the operational framework of banks. The particularity of commercial banks is mainly manifested in the diversification of corporate governance objectives of banks. It is necessary to maximize the value of banks and maintain the security and stability of the financial system; The complexity of multiple principal-agent relationship complicates the conflicts of interests and problems that need to be solved in bank corporate governance, thus increasing the difficulty of bank corporate governance; Mainly rely on internal governance to play a role, external governance has a limited role; The negative incentive caused by deposit insurance system is the increase of agency cost and the weakening of external supervision mechanism of depositors; The capital structure of commercial banks with high debt and low capital ratio and the cost of bank mergers and acquisitions greatly exceed that of ordinary enterprises. The present situation of corporate governance in China's commercial banks and the practical significance of deepening reform (1) The present situation of corporate governance 1. Achievement. A relatively standardized corporate governance framework and a system of checks and balances have been established, and joint-stock commercial banks have generally established a modern governance system including shareholders' meetings, boards of directors, supervisors and senior management; Decision-making mechanism and decision-making ability have been improved, and business operations have been continuously standardized; The introduction of strategic investors has increased the business cooperation between Chinese and foreign banks. According to relevant statistics, by the end of 2007, 33 overseas institutions had invested in 25 Chinese banks, with a balance of US$ 265.438+RMB 25 million. At the same time, cooperation in customer introduction, channel sharing, business consultation and training is increasing; The financial situation has improved significantly, and the profitability has improved significantly; The information disclosure system has been gradually established, the construction of internal control system and internal control ability have been continuously strengthened, and the risk prevention system has been gradually improved. 2. defects. The property right structure of banks is still relatively simple; The functions and structure of the board of directors need to be improved; The incentive and restraint mechanism needs to be strengthened: the phenomenon of "insider control" still exists; The information disclosure system and external governance mechanism need to be improved. (B) the practical significance of deepening the corporate governance reform of China's commercial banks at this stage. Good corporate governance is an important guarantee for banks to operate healthily and enhance market competitiveness. Deepening the corporate governance reform of commercial banks is conducive to the correct establishment of strategic development goals and ways to achieve them, as well as the effective implementation of business decisions; It is conducive to reducing the principal-agent cost, maintaining the balance of interests of stakeholders, establishing an effective balance mechanism, reducing financial risks and improving the operational efficiency of banks; It is conducive to improving the credit rating of banks, obtaining more stable and long-term capital inflows and winning better development space; It is conducive to intensive management and bank reengineering, establishing a modern commercial banking system and improving market competitiveness; It is conducive to improving the effectiveness of bank supervision. Ways to deepen the reform of corporate governance of commercial banks (1) Optimizing the ownership structure of commercial banks, and clarifying the diversified ownership structure and clear property rights management relationship are the premise of corporate governance norms of banks and the beneficial experience of international advanced banks. To optimize the corporate governance of China's commercial banks, we should openly recruit legal person shares, conditionally attract natural person shareholders and international strategic investors to participate in shares, cultivate various forms of shareholding subjects, form a diversified and socialized shareholding structure of commercial banks, and effectively solve the relationship between the rights and responsibilities of business owners, operators and other stakeholders. In particular, by introducing overseas strategic investors and overseas shareholders into the board of directors or participating in the internal management of banks, their rich management experience and professional knowledge will be brought into play. The subject of bank property rights should be implemented, so that the owner of bank property rights (bank investors) can really exercise the power to manage banks and undertake obligations by virtue of their proportion of bank investment, thus further forming a clear property right relationship and a rigid capital management mechanism. (2) To enhance the responsibilities of the board of directors and the board of supervisors, it is necessary to maintain a reasonable scale and structure of the board of directors, standardize the composition and operation of the board of directors, expand the proportion of independent directors, give full play to the role of independent directors, improve the authority and independence of the board of directors, and urge the board of directors to make objective, fair and scientific decisions. Implement director evaluation system and director accountability system. Improve the internal organizational structure of the board of directors, and clarify and improve the operational structure and responsibilities of subordinate risk management, nomination, remuneration, audit and other committees. Clarify the responsibilities of the board of directors, the board of supervisors and the management. The board of directors exercises decision-making power over the overall strategic guidance of the bank, is responsible for selecting and appointing important managers and establishing independent directors; The Board of Supervisors undertakes the heavy responsibility of supervising the board of directors and senior management to perform their duties, and should independently exercise the power of authorized supervision. At the same time, full-time supervisors (external supervisors) are introduced to improve the structure of the board of supervisors. (3) Constructing an effective incentive and restraint mechanism In order to effectively eliminate the "moral hazard" of agents under the condition of asymmetric information and minimize the difference between the goals of principals and agents, an effective incentive and restraint mechanism must be constructed. First of all, it is necessary to build a scientific performance evaluation system to accurately measure the contribution of decision-making institutions, managers and employees to bank performance. Secondly, establish a long-term incentive salary structure based on long-term development and performance, and form a new income distribution mechanism including wages, bonuses, social insurance, provident fund, stocks and stock options, which better reflects the basic human capital effect, asset appreciation effect and risk compensation effect, so as to match the contribution and return of operators and combine long-term interests with short-term interests. Implement ESOP (Employee Stock Ownership Plan) to realize the "residual claim right" of enterprise members, thus providing long-term incentives and constraints. Thirdly, change the incentive mechanism of "official standard" and make senior managers become real professional managers. At the same time, it is necessary to stabilize the senior management team and appropriately extend the term of office of the president to maintain the continuous implementation of the Bank's development strategy and business plan. Finally, strengthen the construction of constraint mechanism to realize the equivalence of incentive and constraint. It is necessary to establish a good internal audit, supervision and punishment system, form an accountability mechanism, and strengthen negative incentives by means of supervisors' questioning, putting forward suggestions for recall, and investigating legal responsibilities. (4) Carry out economic capital management, establish an effective internal control system, carry out economic capital management, and establish a dual restraint mechanism of capital on income and risk. Specific measures: First, strengthen the constraints of economic capital on the total amount of risk assets and structural adjustment. Taking economic capital as the leading indicator and core indicator of asset business planning, scientifically determine and allocate the total amount of economic capital and the scale of risk assets of its branches, so as to constrain the business scale and the expansion speed of risk assets of each branch. Structurally, the regional allocation of economic capital is optimized by setting different regional adjustment coefficients and branch growth rates; Set different distribution coefficients of economic capital products to guide and promote branches to improve product structure; Allocate different economic capital to customers with different credit ratings, and encourage customers to select the best and eliminate inferior products; Reduce the allocation of economic capital to strategic businesses such as intermediary business, so as to encourage branches to increase intermediary business income. Secondly, strengthen the constraint of capital return on management, strengthen the internal relationship between economic capital occupation and capital return, clarify the requirements of expected economic capital return and target economic capital return, and establish a paid use mechanism of economic capital. Thirdly, establish a performance evaluation management system with EVA and RAROC (risk-adjusted return on capital) as the core, accurately measure the contribution of different businesses and products to enhancing the value of banks, so as to scientifically carry out activities such as business goal setting, business decision-making, capital allocation and performance appraisal of commercial banks, and promote the realization of the goal of maximizing the value of banks. (5) Accelerate the construction of risk management system, vigorously promote the reform of risk management organization, establish a vertical risk management organization system, gradually establish a risk management pattern in which all departments and positions participate together, and implement the parallel operation of risk managers and account managers; It is necessary to actively promote the construction of risk management system, develop and build a risk management system platform in a timely manner, and comprehensively strengthen the evaluation, monitoring and control of credit risk, market risk, liquidity risk and operational risk; According to the requirements of matrix management, set up a vertical, intensive and professional management mode of the division to accelerate the improvement of market reflection ability and risk prevention and control ability; Increase the research, development and innovation of risk management technologies and methods. It is necessary to further promote the construction of internal rating projects and update and improve the inspection standards and management techniques for credit risk, market risk and operational risk in a timely manner. Establish a timely and effective market risk analysis and reporting mechanism, a major market risk emergency mechanism, and a new product and new business market risk management mechanism; Establish an evaluation and review mechanism of market risk management system, form a regular audit mechanism of market risk management, and comprehensively report the risk management audit to the board of directors. (6) Improve the information disclosure system and establish an effective supervision mechanism. Accurate, timely and sufficient information disclosure is a necessary condition to improve the corporate governance of banks. It is necessary to disclose information to the market and investors in a timely manner by using remote communication and bank data networks in strict accordance with the requirements of information disclosure standards, disclosure methods and disclosure scope formulated by regulatory agencies. At the same time, it introduces the common practices of foreign commercial banks to further promote the construction of information disclosure system of commercial banks in China. Specific measures can be considered: introducing a bank rating system to enhance the pressure of bank information disclosure. When conditions are ripe, we should encourage and promote social authoritative intermediaries to establish a rating system for commercial banks; Promote the integration of accounting standards and asset risk rating system with international standards, adopt high-quality accounting standards-international accounting standards, and enhance the comparability of information; Expand the scope of information disclosure and enhance the transparency of operation. By fully disclosing the financial information and non-financial information of banks, all stakeholders of commercial banks can grasp the situation in time and fully safeguard their legitimate rights and interests; Establish an information review system and an accountability mechanism for those responsible for information disclosure to ensure the authenticity and accuracy of the disclosed information. (seven) to speed up the construction of competitive market environment, vigorously develop competitive product markets, give play to the substitution effect of capital markets, and urge commercial banks to improve their internal governance; Increase industry opening, encourage industry merger, and promote the optimization of governance structure by increasing the survival pressure of commercial banks; Shaping the market restraint mechanism, giving full play to the promotion of the equity market governance mechanism and the creditor's rights market governance mechanism in the capital market to the optimization of bank corporate governance; Strengthen external supervision. Domestic commercial banks can be rated according to the requirements of international supervision, so as to strengthen creditor constraints and promote commercial banks to consciously optimize their governance structure; Vigorously cultivate a competitive banker market. Through the interaction of supply and demand mechanism, competition mechanism and price mechanism in the banker's market, a competitive situation in which managers are selected by the market mechanism is formed, which can effectively reduce agency costs and give play to the role of the banker's market in promoting bank corporate governance. References: 1. He Dexu, Ge Zhaoqiang. On the relationship between corporate governance and bank growth. Finance and trade economy, 2 issues in 2006. , Cao,. Corporate governance of commercial banks. Journal of Nankai University, 2005 3. Liao Jisheng. Defects and perfection of corporate governance of state-owned commercial banks.