Since CCB, joint-stock commercial banks have set up shareholders' meeting, board of directors, board of supervisors and senior management, but these institutions and their interaction mechanisms have not played the corresponding corporate governance functions. Further effective measures should be taken to improve the structure of the board of directors, strengthen the improvement of the incentive mechanism, give full play to the supervisory function of the board of supervisors, avoid insider control, and standardize the decision-making leadership of the company. 1. Establish a healthy and powerful board of directors of joint-stock commercial banks. In modern corporate governance, especially in the corporate governance of joint-stock commercial banks, the important role of the board of directors is more obvious. To establish a strong board of directors of joint-stock commercial banks, we should do the following: First, we should further reduce the number of internal directors of joint-stock commercial banks, change the way in which directors are produced, and stipulate clear procedures for selecting directors in the articles of association or corporate governance rules of joint-stock commercial banks, so as to further enhance the independence of the board of directors of joint-stock commercial banks; Second, by increasing the number of directors and independent directors representing the rights and interests of minority shareholders, optimizing the structure and giving full play to the decision-making role of the board of directors of joint-stock commercial banks, the board of directors of joint-stock commercial banks can fully consider the interests of all shareholders in making decisions and prevent the self-interest behavior of controlling shareholders; Third, standardize and integrate the relevant institutions of the board of directors of joint-stock commercial banks to improve the efficiency and ability of the board of directors to supervise banking business; Fourth, formulate the rules of procedure for the board of directors of joint-stock commercial banks, correctly position the role of the chairman, make the chairman truly become the "spokesman of the board of directors" and "convener of the board of directors", emphasize the democratic decision-making of one person, one vote of the board of directors, and clarify the original role of the chairman. 2. Strengthening the supervision function of the board of supervisors of commercial banks The board of supervisors has a special and important position in the corporate governance structure of banks, and how to play its functions is directly related to the effectiveness of corporate governance. To strengthen the functions of the board of supervisors by establishing a transparent workflow and an open evaluation mechanism, we must first clarify the responsibilities of the board of supervisors, correctly exercise their powers, rebuild the central position of the board of supervisors in the joint-stock commercial banks, expand the power of the board of supervisors, and supervise the financial activities of banks and the management behavior of bank leaders with financial supervision and risk prevention as the core. However, the board of supervisors of joint-stock commercial banks cannot participate in and interfere with the bank's business decision-making and management. Second, to expand and upgrade the composition of the board of supervisors of joint-stock commercial banks, in addition to shareholder representatives (shareholder supervisors) and employee representatives (employee supervisors), there should also be more creditor representatives, that is, from the representative customers of joint-stock commercial banks, through layer-by-layer selection and strict assessment, creditor representatives will be included in the board of supervisors of banks, which will not only protect the interests of creditors, but also give full play to the professional advantages of banks in financial supervision. Third, improve the professional ability of supervisors, ensure the right to know, and put an end to honor posts, pension posts, mismanagement posts and translocation posts. At the same time, it is necessary to formulate relevant rules and regulations to protect the right to know of the board of supervisors, including the meeting system, the delivery system of bank documents, the submission system of financial statements, and the consultation and response system of the board of supervisors. The operating conditions, financial statistics, legal texts of major business activities and other materials and documents of joint-stock commercial banks must be submitted to the board of supervisors at the same time. 3. Establish an effective incentive mechanism. The perfect governance mechanism of joint-stock commercial banks should focus on solving the constraints and incentives for senior management and designing effective incentive and restraint mechanisms. The establishment and perfection of the incentive mechanism are various, and the following aspects should be achieved from the micro level: First, in the incentive mode, joint-stock commercial banks should implement the salary combination incentive. Joint-stock commercial banks should design a reasonable salary combination according to their own operating level and strength, so as to stimulate the short-term and long-term behaviors of senior managers and employees and better enhance the effectiveness of salary incentives. Second, in the incentive structure, joint-stock commercial banks should expand the long-term salary ratio. On the one hand, improving the overall salary level of bank employees, even if the short-term salary level remains unchanged, will make them more competitive; On the other hand, it can improve the correlation between bank salary and operating performance, make senior management and employees pay attention to the bank's operating performance and long-term development, and accelerate the implementation of long-term salary incentives such as stock options and employee stock ownership plans. Thirdly, as far as the incentive object is concerned, joint-stock commercial banks should implement all-staff incentive. Highlight the salary incentives such as stock options and option system for senior managers, highlight the restrictive stock-based salary incentives for middle managers, and encourage ordinary employees to adopt employee stock ownership plans or formulate employee incentive plans suitable for the Bank. In this way, through multi-level employee compensation incentives, the interests of employees are closely related to the overall interests of banks, thus enhancing the effectiveness of incentives. 4. Improve the diversification of property rights of joint-stock commercial banks. Introducing strategic institutional investors is an effective way for joint-stock commercial banks to change the situation of "one share dominates" Among the different shareholders of joint-stock commercial banks, institutional investors are more active in corporate governance than other types of shareholders because of their strong professionalism and strength. Introducing institutional investors has the following advantages: (1) The degree of positive action of institutional investors' shareholders depends on their shareholding scale. The larger the shareholding scale, the more difficult it is to quit, and the stronger the motivation to play an active role in corporate governance of joint-stock commercial banks. (2) Institutional investment holds the equity of joint-stock commercial banks, which improves the credibility and influence of the supervisory bank management. The higher the shareholding ratio of institutional investors, the more serious it is for the management and other shareholders of joint-stock commercial banks to adopt the suggestions of institutional investors. (3) Institutional investors can make more effective use of shareholders' rights and play a direct role in the corporate governance structure. Most importantly, the existence of institutional investors will enable regulators to adopt and implement a multi-level management system, and achieve more effective supervision effect through institutional investors rather than directly intervening in the operation of joint-stock commercial banks. However, in the process of introducing overseas strategic investors, joint-stock commercial banks should guard against and avoid the following problems: First, determine the equity transfer price of joint-stock commercial banks. Second, strategic investors arbitrage cash, hostile takeover. Third, while attracting international strategic investors, we should also actively cultivate domestic strategic investors and be good at discovering and cultivating domestic market resources. 5. Establish and improve an effective information disclosure system and transparency in the operation of joint-stock commercial banks. The governance framework of joint-stock commercial banks should ensure the true, accurate, complete and timely disclosure of all major matters related to banks, including the status of bank governance structure, operation, ownership, financial accounting and other information. At present, we should pay attention to strengthening the information disclosure of joint-stock commercial banks: first, according to the overall arrangement of the CBRC for information disclosure, we should promote it step by step and selectively (first disclose the core information, and then gradually expand the scope of information disclosure); Second, the supervision department or the designated and recognized intermediary agencies will give credit (risk or comprehensive) rating to the joint-stock commercial banks, and urge them to improve their own conditions and enhance their own strength; Third, give full play to the role of the office of the board of directors of joint-stock commercial banks, establish a sound reporting system and information flow system as soon as possible, provide timely and accurate information on the risk changes of Industrial Bank, and promote the improvement of corporate governance of joint-stock commercial banks.
Adopt it