State-owned enterprises’ improvement of corporate governance and promotion of board building have always been important contents of state-owned enterprise reforms.In July 2014,the State-owned Assets Supervision and Administration Commission launched a pilot project for state-owned capital investment and operating companies to promote it to become a qualified market entity in a legalized market environment.Despite certain achievements,in practice,there is still a gap in the effectiveness of state-owned enterprise corporate governance.The principal-agent risk in state-owned asset management has not been properly resolved.The "formal independence" of the board of directors of state-owned capital investment companies is not the same as"substantial independence"."The lack of independence of the board of directors has made it impossible to truly play its core role in corporate governance.DL Group is a state-controlled leading enterprise in the non-ferrous metal industry and one of the pilot enterprises of state-owned capital investment companies.In the context of a specific era,as an important carrier of the reform of the state-owned assets regulatory system,how to improve the governance of the board of directors,enhance the independence of the board of directors,promote the sound operation of the board of directors,and promote the transformation and upgrading of the enterprise is a meaningful topic.In this paper,DL Group’s board operation practice system is investigated,using literature research methods,research and research methods,from the perspective of the concept and influencing factors of board independence,and through typical case studies on governance practices of board independence on the decision-making process and effects of state-owned enterprises Analyze the problems and reasons of the independence of the board of directors of state-owned enterprises,and find that the role of the SASAC is clarified and the authorization is implemented,the boundary of power and responsibility between the board of directors and other governance entities is clear,the selection of external directors and the incentive and exit mechanism are improved,and the special committees are strengthened.Ideas and suggestions for substantive role play and outside director’s performance guarantee.This article hopes to summarize the reference significance of the case of DL Group and provide enlightenment.It will not only provide a certain supplement to the related theoretical research fields of corporate governance and board building of state-owned enterprises,but also provide a reference for state-owned capital investment companies to formulate corporate governance system rules from a practical perspective,and promote state-owned enterprises.Corporate governance is more standardized and transparent,and the role of market-oriented entities is fully brought into play. |