The Research On Governance And Managing System Of Conglomerate

To a certain degree, the development of Conglomerate reflects the national compositive power. As its core, the governance and the managing system decide to keep the development of Conglomerate. Therefore, The research on the governance and the managing system of Conglomerate is significative in theory and practice.Based on the theory of firm, property right and management, especially the Principal-agent theory and the transaction costs theory, learning the basic theory of economics and management, this thesis analyses the governance and the managing system of Conglomerate through many angles and arrangement. Along the line: the stock ownership structure→the governance and the managing system of Conglomerate→the behavior of Conglomerate, this thesis study the governance and the managing system of Conglomerate from theory, comparison and cases.This thesis has three parts: the first part, i.e. the first three chapters, explains the governance, the managing system and the relation between governance and managing system, which is the theory foundation. The second part, from chapter 4 to chapter 6, studies the governance and the managing system. The third part includes chapter 7and chapter 8. This part studies the Conglomerate's governance and managing system at present and puts forward the solution and suggestions.Chapter 1 explains the thesis's background and significance and gives a brief description of the study in our country and abroad. It also makes definition on these concepts in the thesis and briefly explains the structure and content of thesis method, analysis angle and method as well as innovation and shortage.Chapter 2 summarizes basic theories. Firstly, based on classic and modern firm theories, it gives the conclusion that the group company is an intermediate organization trough the angles of transaction costs and enterpriser. Secondly, learning from related definition of group company, it is thought to be a combo. Its core is core corporate. However, the core of Conglomerate is corporate and parent company. It describes the qualification of Conglomerate and the difference between the group company and Conglomerate. Their differences are legal status and structure. Thirdly, it gives the feature, the type, the function and the superiority of group company. Fourthly, analyzing stock ownership, stock ownership structure and its influence on the Conglomerate's governance and managing system, it gives the conclusion that the stock ownership structure is the foundation of the Conglomerate's governance and managing system and it is necessary to build reasonable the stock ownership structure. Then, it analyzes the corporate governance's appearance, meaning and character. At last, it gives the relation between parent company and subsidiary company. The relation includes property right, law, business and culture.Chapter 3 introduces the relation between governance and managing system. It gives their difference and contact. It is thought that they are unified in fortune's effective creation. This thesis considers that management is broader. It not only handles the relation of production, but also the productivity. However, the governance deals with the relation of production. The governance is law frame and is formal, while the managing system is management frame and is essential.Chapter 4 introduces the governance of Conglomerate. Firstly, it is thought that moderate concentration and multi stock ownership structure are helpful to form effective governance and managing system. It analyses the difference between Conglomerate's governance and general company's governance. Based on these, it studies the manner of share hold in Conglomerate to different member corporation. At last, from the two aspects ,i.e. the relation of subsidiary company's directorate and parent company's directorate and the member of subsidiary company's directorate, it studies the governance of parent company to its member.Chapter 5 introduces the managing system of Conglomerate. It analyses the function of parent company and subsidiary company and give the conclusion that the parent company is the center of decision-making, capital-distributing, human resource-exploitation and information, and the subsidiary company put the stratagem into effect and is the center of business, profit and investment. Then, it analyzes the function of parent company and subsidiary company and the organization structure of parent company. Thirdly, it studies four control models, i.e. the stock ownership's control, administration's control, participation's control and flat's control and analyses each advantage and shortage. At last, it gets that the organization structure of Conglomerate should be the system of parent company and subsidiary company and studies the control of shareholder's right, human resource management, financial management, audit control and so on. It also gives cases namely zhongtuxu Conglomerate and zhongcha subsidiary company to analyze the governance and the managing system in Conglomerate and subsidiary company.Chapter 6 gives the comparison between the governance and the managing system of Conglomerate. From four aspects: the summarization of group company, the stock ownership structure, the governance and the managing system of Conglomerate, it systemically compares the Conglomerate's governance and managing system among America, Japan, German and Korea. Bases on these, it summarizes the experience and lessons.Chapter 7 gives analysis on Chinese governance and managing system of Conglomerate at present. At first, it discusses the development stages and construction models of Conglomerate in our country. Then, it analyzes our country's stock ownership structure in listed companies at present, which is the very complicated stock ownership structure, many kinds of stocks and so on. Thirdly, it studies the governance in listed companies. At last, it studies present management in Conglomerate.Chapter 8 gives solution to perfect the Conglomerate's governance and managing system in our country. Firstly, it suggests building the equity ownership structure with moderate concentration and multi variety. The measure is to decrease the large shareholders' right, decrease the proportion of national stock, increase the fluidity of equity ownership structure, perfect the capital market and perfect the benefit of shareholders. Secondly, it suggests perfecting the governance, which is to perfect the system of director and independent director, strength board of directors' function, enhance the capital markets' outer management, and perfect the information's clarity. Thirdly, it suggests perfecting the managing system, which is perfecting the function of parent company, clearing the property right, dividing the center of duty, controlling its core operation, perfecting the structure of organization and so on.This thesis makes these innovations as follow:1. Combine with governance and managing system to study Conglomerate. Expand from one artificial person to many artificial persons in Conglomerate.2. The stock ownership structure decides the governance and managing system.3. Give accurate definition of the relation between governance and management. This thesis considers that management is broader. It not only handles the relation of production, but also the productivity. However, the governance deals with the relation of production. The governance is law frame and is formal, while the managing system is management frame and is essential.4. From theory, international comparison and cases, this thesis comprehensively and systemically expatiates the Conglomerate's stock ownership structure, governance and managing system.5. In the studying method, this thesis synthetically uses the method of economics, management and cases.6. This thesis builds up a model. Through describing how the parent company moderates the production between up member and down member of company in tapered Conglomerate, it explains the parent company's decision-making and moderation to the member of company.7. This thesis systemically studies the Conglomerate's governance and managing system and puts forward feasible and pertinent suggestions to establish and perfect the Conglomerate's governance and managing system in our country.