A Study On Corporate Governance Of Financial Holding Company

The emergence of Financial Holding Group was based on the pursuit of scale economy, scope economy and synergy effect. The relation of"control and be-controlled"between the parent company and subsidiary companies will lead to the appearance of game behavior featured by conflicts and cooperation among companies of the group, and that will eventually lead to the departure of subsidiary companies, cause the conflict between loyalty and obligation of directors, the parent company's obligation of honesty to subsidiary companies, and bring on the problem that the juridical person's selfhood of subsidiary companies may be weakened, etc.. Furthermore, the external character of financial risk makes the infection of risk possible among financial subsidiary companies. Therefore, it is a very important problem for financial holding group to face and solve in the development that how to assure the profits of creditors, how to balance the internal control from the parent company on the whole group and the internal control from the subsidiary company, and how to balance the parent company's control right and consideration of control right.In the perspective for management and practice, corporations and groups works based on the combination of governance and management. The existing financial holding groups in our country have met the problem that the parent company couldn't effectively control the management to subsidiary companies while the practice shows the governance structure and internal control system of most financial holding groups are not the most efficient and the synergy efficiency and scope-economy efficiency of financial holding groups are limited. Meanwhile, the offices and bureaus of finance supervision also worry that it may be not effective to supervise financial holding companies for their special organization format.On the basis of above-mentioned background ,this study spread out discussion, which studies power game relation and behavior of the parent company and subsidiary company in financial holding group, probes corporate governance pattern and the problem of deep-level managing operation mechanism , accurately grasp the dimension that the parent company controls subsidiary company , builds up the efficient system of management and control and effective corporate governance mechanism, realizes controlling and having an effect restrict.Have discussed the financial holding group's basic concept and core characteristic .Generally speaking, our country's financial holding group isn't engaged in any business directly. But at least controls tow or more sort subsidiary company in bank , security and safety mechanism. Moreover, financial subsidiary company's asset takes up absolute main body of entire company. That is taking the form of holding company to compose the financial business group. Financial holding group has a few core characteristics, such as: showing united controlling power, operating financial business comprehensively, combining statement by financial holding group. The financial business holds leading position but the group combines, subsidiary company manages separately and has restrictedness and dependent between each other .Appearing of finance holding company, has reflected the developing course of world finance business's fusing, separating , fusing again and has great development in the main developed country of west; The Chinese finance holding company has also been experienced the course of development from coming into being to further developing. But the level remains lower as a whole. The comprehensive effect of finance holding company should mainly embodies in scale economy, range economy, the coordination effect dispersing risk effect. Moreover, it has the advantage of obvious various system and putting into practice. But at the same time it also exists peculiar risk structure. Financial holding group's scale. and all-round can not ensure the interest.Have analyzed the difficult problem of corporate governance for finance holding group .The pattern of corporate governance of each country is existing difference. The large stockholder requires the correct function fix-position in corporate governance. Because of the parent company Controlling to subsidiary company, the game relation between the parent company and subsidiary company may lead to the parent company controlling and the behavior that the subsidiary company deviating , having produced conflict of the subsidiary company's director or high manager's fealty and brought along the problem of parent company's faith duty to subsidiary company. At the same time, it also has brought benefit protect problem in financial holding group's stakeholder such as depositor, insurers and investor. It is all the difficult problem of corporate governance.Have probed the difficult problem of corporate governance mechanism's design and structure for financial holding group governance prior. Financial holding group governance mechanism is a harmonious benefit mechanism of group and high manager in parent company or in subsidiary company. It is also a compatible problem with the interests of investor outside the group, creditor, and society. View the problem from a harmonious benefit mechanism, financial holding company's governance problem includes both manager's encouraging control and company's social responsibility .Specially, the uncertainty of management, capital operation, market prospect in financial holding group's operating course, which leads to it's control rights lacking completeness. Finance holding group should allocate control rights according to whether financial subsidiary company's developing performance , operating state and manager's capability adapt to financial institution or not . So, in financial holding group's allocation of control rights, the inspection which the parent company takes to subsidiary company is camera inspection. Based on the pattern of camera allocation of control rights, put forward a institutional path which financial holding subsidiary company can realize the allocation of control rights and limit company's camera inspection's functional localization and inspection rights of financial holding parent company . Moreover, the great capability and efficiency of the financial holding group , is all realized by excellent management , while the effective management is depended on effective management and treatment mechanism . A control centre and a manager centre take the responsibilities of financial holding group governance structure. The whole system joins government mechanism of committee system with centralized technical control. The control center is centralized technical and procedural control. The entire system is the committee system government mechanism and the centralism technical control two aspects association in the same place, the control center is the l, the committee is the final benefit decision-making for interest groups'opposition, equilibrium, communication and exchange.Ameliorated the organization and management framework of financial holding groups. Financial holding companies in our country still haven't set up any qualified framework of management and control for international requirements. The framework of management and control should fit the company's strategy dynamically. Furthermore, there should be an intensive concentration of financial service industry to build up local financial holding groups. The local government should create and offer such an institutional environment which can exert the enthusiasm and innovation of the micro financial subjects sufficiently. The conclusion and basic principles above are ulteriorly proved by cases of China Everbright Bank, etc.Offered some suggestions to consummate the governance system of financial holding groups in our country. It may take multiple actions to procure the control right of the parent company in the financial holding group. The universal management of the group and the legalization system of the external control should be set up. And an efficient and effective discharge framework and an effectual execution system of creditor's rights are important supplements to the effective corporate governance structure, and also the effective protection for stockholders'rights.