| In recent years,the number of listed companies without actual controllers has increased.By the end of 2022,there were 305 companies without actual controllers in China’s A-share market,accounting for 6.02% of the total number of A-share companies.Therefore,companies without actual controllers have become an important component of China’s capital market,and their corporate governance has also received increasing attention.Due to agency issues and asymmetric information,coupled with a lack of supervision from shareholders,the management of companies without actual controllers can have more power,and the company is actually controlled by the management,resulting in management encroachment on shareholder interests.This article adopts a case study method to analyze the issue of Vanke Group’s management encroaching on shareholder interests.It is found that the means by which the management encroaches on shareholder interests include: using project cooperation opportunities and procurement activities to convey benefits to themselves,using information advantages to increase their holdings of Vanke Group stocks at appropriate times,and formulating self-beneficial dividend policies.These acts of encroaching on shareholder interests have had a negative impact on Vanke Group.For example,the growth of net profit attributable to the parent company lags behind other real estate companies,increasing Vanke Group’s agency costs,and reducing Vanke Group’s stock market valuation.However,the management’s encroachment on shareholder interests does not cause significant damage to financial performance.Except for other companies in the real estate industry that have slightly weaker debt repayment ability,Vanke Group’s profitability and operating ability are close to the industry average.This article divides the reasons for the management of Vanke Group to encroach on shareholder interests into endogenous reasons and external opportunities.There are three endogenous reasons: firstly,Vanke Group lacks compensation incentives for the management;secondly,Vanke Group’s management has absolute authority;thirdly,after the Wanbao Battle,the invasion of "barbarians" made the position of the management precarious;In terms of external opportunities,dispersed equity and shareholders who only act as financial investors have created opportunities for management to encroach on shareholder interests,as real estate financing difficulties have led to the implementation of project cooperation and development systems by real estate enterprises,and the management of Vanke Group has surpassed internal control.After analysis,this article draws the following conclusions: firstly,this article believes that Vanke Group has the problem of insider control.Secondly,Vanke Group’s management utilizes the immature loopholes of the "business partner system" in the management’s encroachment on shareholder interests to transfer the interests that should belong to shareholders.Finally,the management’s encroachment on shareholder interests has no significant impact on Vanke Group’s profitability and operating ability,indicating that the self-interest behavior of the management only results in the encroachment on the interests of shareholders,but the management did not slack of company development. |
