State Holding Listed Company Governance Special Problem Research

The central enterprises holding listed companies(hereinafter to be referred as "thecompanies"), whose corporate governance is intervened by administrative power, differingfrom that in developed capitalist countries, are an important component of the state holdinglisted companies. Though under the modern corporate governance structure, namely theseparation of ownership and control, the companies still have some special problems ofcorporate governance arising from the development path of the option part of therestructuring of listed high-quality assets in the central enterprises, the unique ownership ofstate-owned property and the particular identity of the central enterprises.In regard of corporate governance, to protect the state-owned assets and perfectmodern corporation by way of law and rules are both goals for the companies to reach,which make the companies form some unique characters on corporate governance. In orderto seek the unity of the particularity, validity and effectiveness on corporate governance ofthe companies, the article aims to center upon the lack of independence and interference ofadministrative management from the controlling shareholders, both of which arise fromsuch unique characters, by explaining them from two aspects, cause and harm respectively,and trying to preliminarily find the effective ways to solve these problems.The article includes the introduction, the text and the conclusion.The introduction will briefly propose the background and the particularity oncorporate governance of the companies, and clarify the meaning and purpose of the article.The text consists of three parts. Chapter I will introduce the concept of the companies,their corporate governance and particularities. Due to the combination of the centralenterprises and the listed companies, the companies render a set of particularities, includingmulti-layer principal-agent model of state-owned asset, administrative appointment onselection of principals, parallel supervision of government department and the acquiesce inmonopoly, all of which become the source of the unique problems on corporate governanceof the companies. Chapter II will mainly analyze the cause，performance and harm from thelack of independence of the companies and the administrative management of controllingshareholders. The problems of independence are embodied in the personnel andorganizations, assets and business, which lead to the rent-seeking behavior of directors andexecutives, horizontal competition and related transactions between the companies andtheir controlling shareholders. On the other hand, the administrative management ofcontrolling shareholders then does harm to the perfection on corporate governance of the companies. Chapter III will primarily explore the solutions to such particular problems.Above all, to clarify and foster definite spectrum of duties is the precondition. Then, interms of internal corporate governance of the companies, it needs to reinforce the checkand balance mechanism and provide effective legal means to protect the interests ofminority shareholders. While in respect of the external corporate governance, minimizingthe intervention of administrative management is a key to the independence of thecompanies. Still, it is a good chance to take advantage of the reorganization of similarassets and the overall listing of the central enterprises to implement the independence ofassets and business in the companies.Finally, by summing up the viewpoint of the article, this part will reiterate theparticularities, the unique problems and the feasible advices related to the problems.