Research On Enterprise Group Governance

Enterprise group and corporate governance are all hot issues that theoretic filed in all countries pays attention to in recent years, and linking corporate governance and enterprise group together is of great realistic significance for researching on the problems of enterprise group governance and providing theoretical guidance to resolve the problems of enterprise group governance in China.From the perspective of unification of governance and management, and through contrasting the similarities and differences in the areas such as goal, subject and object of governance between the single enterprise and enterprise group, we propose the basic framework of speculation to the governance of enterprise group: the internal governance of each company of group, including the governance of group company(parent company) and all levels subsidiaries inside the group; parent company's management and control to the subsidiaries; the benefits protection of subsidiaries and other stakeholders; the effective coordination among the correlated companies.The governance of the parent company and subsidiaries of group mainly establishes the perfect governance structure inside the enterprise. There are three patterns that parent company manages and controls the subsidiaries, namely administration mode, governance mode and self-manage mode, and different control mode has the different matching control method; the benefit protection of the subsidiaries and stakeholders request the holding shareholder(parent company) of the enterprise group to undertake faith obligation, endow the minority shareholders of holding subsidiaries with specific forms of right of suit; through the regulation and control of laws and development of related trading rules and so on, the parent company is requested to undertake a responsibility for the behaviors and liabilities of the subsidiaries in order to protect the creditor of the subsidiaries; the coordination mechanism among the correlated companies; and so on. Through applying the theoretical analysis to the practice on the enterprise group governance in China, we inquiry into main problems among them: the state-owned enterprise groups haven't yet created a valid mechanism of power balance in the internal governance structure, and there have still existed many problems such as that the investor are not in place, the internal person control is serious, the structure and operation of the boards of directors are irregular, the board of supervisors isn't norm, the management system and governance structure of enterprise group has the obvious tendency to administration, and so on; the control mechanism of parent and subsidiaries company isn't perfect, such as that the parent company owns absolute control right of the subsidiaries in funds, personnel, technology, etc., the governance structure of each subsidiaries exists in name only, and the subsidiaries have no measurements to keep in balance of the control of parent company; there have insufficient protections of the interests of small and medium-sized shareholders, and they are unable to obtain the financial and operation information of the company and implement the avoidance system of major stockholder in correlated transactions basically; the correlated companies lack the whole synergy, and so on.We propose several suggestions to solve the main problems that exist in the enterprise group governance in China: establishing the perfect governance structure within the enterprise group; strengthening the management and control of parent and Subsidiaries Company; establishing the benefit protection mechanism of small and medium-sized shareholders and creditors; optimizing the synergy governance of the enterprise group.