Corporate Governance And Build Chinese State-owned Enterprise Governance System

In the recent years, as a economic substance, the corporate governance has become a economic policy focus of more and more country and a world research topic. From the practical aspect, it rose gradually and become important stragy problems, concerning about the exist and development of firm, accompied with the development of society economic, the change of economic structure and the depth of the firm reform. From the theoretical aspect, as a important part of modern enterprise theory, it includes enterprise system, management, government plan ect, applies ration analysis, comparison analysis, case analysis ect and becomes a comprehensive topic leaping over such subjects as management, ecmonics, law, societies. It is regarded as "legal person governance structure" for researching and practising in China. In the Fourth plenary Session of 15th Central Committee, the General secretory Jianzhemin pointed out "legal person governance structure" should be the core of building mordern enterprise system and emphasised that perfecting "legal person governance structure" was a important task of deepening reform of state-owned enterprises in the Fifth plenary Session of 15 Central Cemmittee. There show state-owned enterprises will step into new stage of corporate governance reform after stepping out dificit.This thesis applies systematic method, comparative method, and historical materialism ect, tries to build a theory frame researching corporate gorenance and form the state-owned enterprises governance syste, suitable for Chinese situation on the basis of previous theoretical fruits and practical experience.All theory need solid theoretical foundation. At first this thesis discusses corporate nature, corporate governance in the Marxisit economics, new classic economics and new system economics, pointes out that corporate nature at least displays in the twoanalysis level: from the level of society productive organization form, enterprise is a kind of special form of division of labor, to outside which lies in the large internal division of labor net of commodity economy society, realizes the optium distribution of resource by making use of market machanism; To inside which consists of ranked, structure of "factor inner division of labor" Marxis said, coordinate enterprises to apply productive resource by using plan machansim of hierarchy. Enterprise lies in the ranked plan system of maket economy society division of labour. On the other hand, from the level of property right structure of society economy, enterprises showes a kind of special power distribution forms. Enterprises is a equal body to exchange in the market envioment which has its owned property right, but the power structure of enterprise takes on unequal character, therefore, enterprise is a kind of mysterious mechanism which can make the equall power of market exchange into the unequal machanism of enterprise inside.Part- II in the thesis disucsses the concept of corporate governance, points out corporate governance should be comprehensived in a broad sense and a narrow sense. Special corporate governance is a monitor and balanced machanism of owner (share-holder) to manager, namely distribute right and responsibility between owner and manager through a system arrange. The aim of corparate governance is to ensure the maximum of share-holder interest and prevent manager from derciating from the interest of owner. The main character is the internal governance of corporate governance structure consisting of the all share-holders meeting, broad of direction, supervisory committee and management level. Broud corporate governance does not limit to the control share-holder to manger but involves wide interest of at-stake, including share-holder, crediter, supplier, employee, goverment and community ect. and group which relate to corporate. Consquently, the auther researches such point as corporate governance structure, corporate governance priciple, corporate governancemachanism, corporate governance function, the choice of corporate governanc...