The Patterns And Evolution Of Corporate Governance In Developed Countries And The Construction Of Effective Governance In State-owned Commercial Banks In China

In the recent years, the corporate governance has become one of the hottest topics in academic circles and business circles. The paper discusses the theories and patterns of corporate governance, and the evolution and vicissitude of which under the new condition in general firstly, and then probes into how to construct an effective corporate governance of state-owned commercial banks considering the practice of our country. The paper is divided into three chapters as follows: The basic theories of corporate governance are discussed in the first chapter. The forming of corporate governance is following the appearance of the modern joint-stock company that has the separating of property right as character. In the recent years, many domestic and international scholars have carried on deep studying to problems of corporate governance, but have not formed unanimous understanding to the definition of corporate governance. As a representation of some scholars, Colin Myer considers corporate governance as a system arrange. Professor Wu Jinglian thinks it as a kind of institutional framework. Oliver Hart regards it as a decision-making system. Phlip L. Cochran and Steven L. Wartick think it as an interaction of stockholders, directorate and managers. It is defined in the text that corporate governance is a whole set of system which bases on principal-agent theory, assignee responsibility theory, property right partition theory and includes the economic relation, agreement relation and power equilibrium relation of correlations. The relations are embodied in a series of system arrange that makes those restrict and reaction each other in the whole network framework. Its final goal is to maximize the shareholder's interests at first, guarantee the company's decision scientific at the same time, and then guarantee the maximization of the interests of the persons who are correlated with the company. On this basis, the text has introduced basic theories of corporate governance as classical and modern chamberlain theory, property and competition theory, principal-agent theory and correlation of benefits theory. Through the analysis and revision on these four basic theories, the text relies mainly on the principal-agent theory with the correlation benefits theory as complement, namely expands the principal-agent theory to all relative benefits with asymmetric information to understand the agent problem existing between the relative benefits. Meanwhile, in solving the theory base of agent problem, the text inclines to solve the key problem-the problem of ownership structure and control power structure with the property theory and solve the external governance problem with competition theory. It has described the patterns and evolution trend of the corporate governance in developed countries in second chapter. The corporate governance begins with the western market economy country and regards these country's company practices as the research foundation and object during quite a long period. So, most scholars divide corporate governance patterns on the base of the company practice of these countries. The text adopts the view of Dutch scholar Moerland to divide the corporate governance patterns into two kinds: market-oriented systems and network-oriented systems. Market-oriented systems mostly consist in Anglo-Saxon countries as U.S.A., Britain and Canada etc. The main characters of this kind of pattern are as follows: Highly dispersing and floating of equity capital; Corporate financing structure mainly of direct financing; Market-oriented incentive-binding mechanism; System of board of directors with single layer. Network-oriented systems mostly consist in Germany, Japan and some other countries in Continental Europe. The main characters of this kind of pattern are as follows: The relatively centralized, steady corporation stockholder holds share each other; The tight stockholder supervision systems; Unique internal governance structure with double layers of board of directors Germany and single layer of board of directors but with controlling people independently in Japan. With economic globalization and development of practice of corporate governance in various countries, the inherent system defect of those patterns exposes and influences the economic competitiveness of the relevant countriesmore and more. On the pressure of the economic globalization and the introspection of different governance patterns, various countries begin to present reform of different degree in practice, use the experience of each other for reference, learn from other's strong points to offset one's weaknesses, restrain drastic composition in the system constantly. Eventually the marker-oriented corporate governance pattern and network-oriented corporate governance pattern absorb and merge each other with the convergent sign of those patterns appearing. The analysis in-depth of the character and merit and defect of the corporate governance indicates that the formulation of the corporate governance patterns should receive the rigidity restriction in such factors as one country's economic development level and developed degree of capital market etc. and also receive the soft restraint in such factors as one country's politics, culture and history, etc., the dominant pattern of different fields does not exist. Therefore, in studying the governance patterns of a kind of special company—state-owned commercial bank in our country, we should take process from actual conditions of our country, absorb the experience and lessons of several kinds of corporate governance patterns in both sides, set up a kind of governance pattern whose internal and external governance can ran synchronously and learn from each other and suit our country's actual condition. It has discussed in the chapter three that the construction question of the effective corporate governance of state-owned commercial bank 所of our country. As to state-owned commercial bank of our country, the optimization of the corporate governance has become the necessary way of promoting its inherent competitiveness. The standardized operation of state-owned commercial bank is influencing the development of the financial market and state-owned company's reform directly. The commercial bank as the organizational form of a kind of enterprise whose governance principle and frame accords with the generality of corporate governance; But as financial enterprise, state-owned commercial bank governance has its particularity. These kinds of particularity are as follows: The state-owned commercial bank...