Research On The Governance Structure And Mechanism Of The Double Level Board Of Central Enterprises Group

State-owned assets supervision and administration in state construction specification board of the group with the method of pilot before they are rolled out, has obtained the remarkable result, but the heavy form light substance phenomenon still exists; The board of directors of the group headquarters through administrative bonding and equity for control of the subsidiaries of conflict with the independence of listed companies; In the construction of state-owned capital investment company under the background of the pilot, this paper studies how to establish an effective double board structure and governance mechanism.This paper theoretical analysis that the largest group of double governance problems of the board of directors and the state-owned assets supervision and administration within the state of the board of directors of the three kinds of modes:Baosteel, Shenhua and the Blacksmith patterns were analyzed, and then through the case analysis of COFCO after construction specification board formed with three patterns of different double board governance mechanism, and under the background of the pilot of the state-owned capital investment company, further study on how to perfect the board of directors of the double governance mechanism, this paper found that:COFCO strategic holding the double-layer model of the board of directors. With the board of directors of the specification in the middle of the sasac subordinate enterprises construction, to form the group headquarters of the board of directors and the board of directors of the listed company two-layer model, the coordination between policy makers increasingly prominent. SASAC decided to the enterprise internal has three modes, baosteel, shenhua mode and the blacksmith. COFCO three different modes:high diversified group layer, and the group number of listed companies, the remaining assets and listed assets is larger, the correlation of the upper board of COFCO located in strategic holdings, not engaged in the business of entity of the specific, but manage the subordinate subsidiary, the lower the board to focus on for their corporate strategy.State-owned capital investment company, the board of directors of the double governance mechanism. This paper further puts forward state-owned cofco construction capital investment company, to reposition the double function orientation of the board of directors:state-owned capital investment the board of directors of the company level with the appointment of the management, management and evaluation, focused on the industrial layout of state-owned capital, promoting the transformation and upgrading of the industry, for unrelated diversification, exit and entry of state-owned capital operation, from the point of view of function, the hierarchical capital control board, up to state-owned assets supervision and administration on a regular basis to provide financial statements and industry layout, down to do a good job of supervision and state assets returns to the supervision as well as the holding company. Holding listed company level, members of the board of directors from the hiring of the shareholders’ meeting, board of directors of the target is to maximize the company’s main performance, improve the company’s operating efficiency. Its main function is to make this unit industry layout strategy, and make full use of the listed company financing platform for capital operation, financing efficiency, moreover, but also has to appoint, evaluation and management team, to fully improve the enthusiasm of managers.The contribution of this paper is to find the state-owned assets supervision and administration carried out the applicability of the three models is limited, cofco, three different patterns, its headquarters strategic holdings complement the double-layer model of the board of directors; Research direction of the reform of state-owned capital investment company is a state-owned enterprises, cofco state-owned capital investment company under the background of the pilot the double governance mechanism of the board of directors, on the one hand, due to solve the conflict of board governance problems of state-owned enterprises in our country, on the other hand, will help to solve the problems in the process of the reform of state-owned enterprises.