The Research On Ownership Structure And Corporate Governance In Listed Companies

Ownership structure is the basis for a model of corporate governance,and is also an important factor in the effect of the impact of corporate governance.Optimize the ownership structure, corporate governance can enhance performance, improve operational efficiency, thereby maximizing shareholder value.For this purpose, on the basis of the concept of corporate governance and the interpretation of the basic theory, I explained the strengths and weaknesses of the different corporate governance;the reference on governance of chinese listed companies.Analyse the characteristics of the ownership structure of listed companies,analyse the problems and the cause in the process of the corporate governance. Based on the previous studies, combined with a typical case of state-owned shareholders and private shareholders, the shareholder structure of corporate governance mechanisms on the effects of an in-depth analysis. Issues faced by the effects of different ownership structure and control of the corporate governance.In particular, make the analysis of the relationship between a number of the "non-personificational" major shareholders of the equity structure of checks and balances of the corporate governance.Put forward recommendations on the optimization the ownership structure and the Improvement on the system of governance of listed companies.The purpose of the author is improvement of Chinese listed companies in the ownership structure and corporate governance mechanisms have a certain impact.This article by the three large groups, are as follows:PartⅠthe comparative analysis on the basic theories and the modes of the corporate governance1.An overview of corporate governance theoryCorporate governance is a set of companies which manage and control mechanisms,and is a the main institutional arrangements between the different companies the right to regulate the relationship.The basic theory of corporate governance, including the housekeeper classical theory, the principal-agent theory and stakeholder theory.The first two in order to maximize shareholder value for the goal of corporate governance;the latter stressed that maximize stakeholder value. In the principal-agent theory, the relative concentration of ownership of the company there is the issue of dual agency.One is the problem between the majority shareholder and operator of the principal-agent,The other is the problem between the major shareholder with the small and medium-sized shareholders of the principal-agent.2.The International Comparison on the models of the Corporate governance Ownership structure means that the composition of the shareholders of the Company, including the main shareholders, and equity shares held in such factors as the degree distribution.Distributed under the equity stake in the structure of the different levels can be divided into highly centralized, over-dispersed and distributed appropriately.The impact of the supervision of different distribution of the shares of different degrees on business incentives, agency competition, mergers and acquisitions.Highly concentrated and over-dispersed ownership structure have brought the principal-agent relationship between the loss of efficiency is not conducive to optimizing the structure of corporate governance.Moderately dispersed ownership structure on corporate governance to be a concrete analysis of the impact.Different ownership structure will be formed with a corresponding corporate governance.American corporate governance model based on institutional investors shareholding structure,Japanese corporate governance model of corporate cross-shareholdings are equity-based structure,German pattern of corporate governance of financial institutions at the core of the shareholding structure.Ownership structure of listed companies in China is characterized by state-owned shares "absolute ration share" to highlight the phenomenon of state-owned shareholders tremendous influence.In order to maximize shareholder value, corporate governance objectives, drawing on the corporate governance system of the developed countries to design, build and improve the condition of our country for corporate governance mechanisms.PartⅡgovernance of the listed companies , the analysis of the reason and the case studies1.Corporate Governance Problems and Cause AnalysisGovernance of listed companies, including the problem of the Controlling shareholders of listed companies to directly intervene in the affairs of listed companies in the interests of embezzlement,Owners lack of internal control problems,Lack of checks and balances internal governance,Directors, supervisors and the executives are weak sense of responsibility,Internal control mechanisms.The main reason the company is unreasonable ownership structure and internal organization of balance: the highlight the phenomenon of the "absolute ration share".The controlling shareholder of the checks and balances that have not yet formed.Selection of executives, constraints and incentives that have not yet formed.Lack of corporate governance necessary for cultural development.External cause is the lack of environmental constraints and the lack of supporting facilities:Market has yet to take shape,the limitation of the services and restrict for the listed companies,the social credit system has not yet been established,Credit market has yet to take shape.2.Case studies on the governance of listed companiesEmpirical analysis shows that the optimal ownership structure is to achieve the best handful of the "personificational" union control of major shareholders, and at this time, the company has reached the optimal state of governance.The NORTHEAST EXPRESSWAY CO.,LTD is a "non-personificational" shareholders--the checks and balances of state-owned shareholders of listed company.The basic situation of the company, the main problem, an analysis of ownership structure and internal governance mechanisms, as well as the characteristics of the causes of the problem has been inspiration and to propose solutions.Analysis of a number of non-"personification" of checks and balances and the majority shareholder stake in the relationship between corporate governance.State-controlled governance of listed companies in the existence of long-term principal-agent, agency costs are high, the operating level of the lack of an effective incentive and restraint mechanisms.The UFIDA SOFTWARE CO., LTD. is a "Personification" of shareholders--the private holdings of listed company.Basic information on the company's analysis of the characteristics and potential risk management point.Private governance of listed companies holding potential control over the risk of abuse,difficulty to play the role of internal checks and balances,Should strengthen the external oversight mechanisms.PartⅢthe improvement of the listed companies governanceOwnership structure should be optimized, targeted to strengthen the institutional-building, including professional managers, including management of the market environment.1.Optimize the ownership structure, improve corporate governanceThe state-owned shares to withdraw from or reduce the majority of enterprises, the introduction of a wide range of investment principal, to build a modest concentration of ownership structure, to the right to effective checks and balances and co-operation,That is the key of the issue of corporate governance and infrastructure.Rationalize the system from access to ownership structure,Planning to apply for listed companies, listed in his application before the reorganization of its ownership structure.Promote spin-off companies have been listed as a whole.Resolve the spin-off listing brought the issue of related party transactions and the occupation of the funds.Ownership structure should be optimized for the investor point of view,Institutional investors to develop and strengthen institutional investors on corporate governance role. Encourage the introduction of international strategic investors. To encourage state-owned controlling shareholders to reduce the proportion of shareholding, the introduction of a new investment entity, and optimize the structure of ownership and control.2.The improvement of the other internal support systemStrengthen the supervision of the controlling shareholder, punishment and accountability. Further play the role of independent directors and board of supervisors. Strengthen the internal control system. To strengthen corporate governance of listed companies culture.3.The improvement of the external market listed companies and the enhancement of the role of external oversight mechanisms.Establish a professional managers to cultivate the market, improve the operating level selection, incentive and restraint mechanisms,establish a social credit system, strengthening of public opinion.