Keywords: corporate governance, equity incentive, corporate management
Corporate governance under the modern enterprise system is the result of human civilization and progress created by developed countries through continuous exploration and research in order to meet the development requirements of capital market economy, and has been continuously improved and perfected. Around the world, cases of huge losses caused by corporate governance problems have occurred from time to time, which has aroused the concern of investors and even the whole society. From the 200 1 bankruptcy of the United States to the 200 10 dispute over the control of Gome, it is a typical case of corporate governance failure. At present, corporate governance has been highly valued. In order to seek the best corporate governance model, many group companies spend a lot of manpower and financial resources on corporate governance construction research.
1. Overview of corporate governance
Corporate governance is also called corporate control. Corporate governance in a broad sense covers three levels: internal corporate governance structure, external governance market system and legal rules system with company law and articles of association as the core. In a narrow sense, corporate governance is the corporate governance structure. Corporate governance structure is the core of the company system, and it is a set of institutional arrangements that clearly divide the rights, obligations and responsibilities among shareholders' meeting, board of directors, board of supervisors and managers, clearly divide the checks and balances among them, and clearly define the responsibilities and rights distribution of all participants in the company. How to maximize the interests of all stakeholders according to law is the fundamental goal of corporate governance.
1. 1 Characteristics of corporate governance
1. 1. 1 Corporate governance is an economic relationship. There is an economic relationship among investors, operators, managers and supervisors in corporate governance, which is the direct embodiment of property rights.
1. 1.2 Clear responsibilities. The shareholders' meeting is the highest authority of the company, with the ultimate control and decision-making power; The board of directors is the decision-making body of the company, and its basic function is to be responsible to the shareholders (shareholders' meeting) and implement the resolutions of the shareholders (shareholders' meeting); The Board of Supervisors is the company's self-monitoring body, and is responsible to the shareholders (shareholders' meeting); The manager is the executor of the company's decision-making, responsible to the board of directors, exercising his functions and powers within the scope of the company's articles of association and the authorization of the board of directors, and carrying out the daily business activities of the company.
1.2 corporate governance model
1.2. 1 single track system refers to the mechanism in which corporate governance institutions are composed of shareholders' (general) meetings and the board of directors. This mechanism does not set up a special supervision organization like the board of supervisors. The board of directors also has the function of supervising the business implementation of the company's managers, and shareholders (shareholders) will have the function of supervising the implementation and actual management of the board of directors. For example, the United States and Britain adopt a single-track corporate governance model.
1.2.2 dual-track system means that the corporate governance structure consists of shareholders' meeting, board of directors and board of supervisors. China's corporate governance adopts a dual-track system.
There are three recognized corporate governance models in the world:
The Anglo-American model exists in a highly capitalized country and society, and the company's equity is diversified, and the securities market plays a leading role in corporate governance.
In the Japan-Germany model, institutional investors account for a large proportion of shareholders. The value orientation of institutional investors directly affects the business activities of enterprises.
The family model in Southeast Asia has solved the problem of honesty that puzzles enterprises, but it has restricted the introduction of talents, affected the management level of enterprises, and restricted enterprises from becoming bigger and stronger.
Although the laws of different countries have different emphases on the construction of corporate governance structure, the basic model of corporate governance structure should be composed of three institutions: right institution, executive institution and supervision institution.
1.3 corporate governance objectives
Corporate governance mechanism is not limited to internal governance based on governance structure, but corporate stakeholders implement * * * governance through a series of internal and external mechanisms; The goal of corporate governance is not only to maximize the interests of shareholders, but also to ensure the scientific decision-making of the company, so as to maximize the interests of all stakeholders in the company.
2. The relationship between corporate governance and corporate management
Governance focuses on making decisions, while management focuses on implementing them. Therefore, there is a close relationship between corporate governance and corporate management, and their mutual influence and interaction will directly affect the strategic decision-making power of enterprises and play a positive role in enhancing their competitive advantage.
2. 1 Similarities between them
2. 1. 1 Corporate management and corporate governance have always been highly valued by the top management of the company, especially with the deepening of the diversification of the company's equity, corporate governance and management are two major problems that must be solved before the leaders of the company.
2. 1.2 Both can bring economic benefits to enterprises. It has been generally recognized by the majority of business operators that management should be beneficial; Corporate governance also has practical value. According to McKinsey & Company's survey in 2000, investors are willing to buy shares of companies with good governance structure at higher prices. Through investigation, it is found that Japanese investors are willing to spend 17% more on the stock of a company with good corporate governance structure, while foreign investors are willing to spend 2 1.8% more. It shows that corporate governance has practical significance and economic value.
2. 1.3 will be influenced by the laws, politics and culture of a country.
2.2 the difference between the two:
2.2. 1 Processing has different relationships and levels.
Management mainly coordinates the relationship between managers, managers and employees and departments, and studies how to mobilize the enthusiasm of employees. The governance level is higher than the management level, which mainly solves the relationship among investors, operators, managers, supervisors and creditors.
2.2.2 The range of treatment is different
Management is mainly aimed at internal affairs of the company; In addition to internal corporate governance, it is also aimed at external creditors and stakeholders.
2.2.3 Different degrees of influence
The influence of company management is limited to individual companies, and the influence on social economy is low; Corporate governance structure and laws and regulations affect a country's economic development.
3. Construction of internal governance structure of the company
3. 1 Improve the property right structure and establish a solid foundation and guarantee for corporate governance.
The property right structure of a company is the foundation of corporate governance, and a reasonable property right structure is helpful to improve the governance structure. The establishment of corporate property rights structure should be based on the principle of clear property rights. With the development of diversification of property rights, the company's property rights structure has become more and more complicated. Solving and handling the company's property right structure is a key factor related to the company's future development and growth.
The obvious example in China is the property right structure of Stone Company, which restricts and restricts the development of the company and eventually leads to the loss of excellent historical development opportunities.
3.2 Exercise shareholders' rights according to law, and give full play to the positive role of shareholders' (general) meeting in corporate governance.