How to solve the problem of insider control led by controlling shareholders caused by "one share dominates" of state-owned listed companies in China

At present, there are many defects in the corporate governance structure of listed companies in China. Most of them were restructured from state-owned enterprises before listing, and there are still many problems in corporate governance structure. As the core of modern enterprise system, a perfect corporate governance structure is a necessary condition for enterprises to enhance their competitiveness and maintain sustainable development, and it is also one of the core issues in the reform and development of China's capital market. In view of the problems existing in the governance structure of listed companies in China, this paper puts forward some suggestions on perfecting the governance structure of listed companies in China.

1 Problems in the Governance Structure of State-controlled Listed Companies in China

The ownership structure of 1. 1 has the problem of "one share dominates, one share dominates".

In the case that one share of state-owned shares is dominant, the board of directors is controlled by the largest shareholder.

Institutionally, the larger the shareholding ratio of the largest shareholder, the more seats it occupies in the board of directors, and this largest shareholder is generally a state-owned stock or a government-controlled legal person. Under this ownership structure, a "key person" control situation is formed in the board of directors, representing the legal person shares controlled by the state or the government, and it is difficult to establish an effective corporate governance structure. Although listed companies have absorbed some non-state-owned shares, the share of state-owned shares in many companies is still too large, and non-controlling shareholders have almost no say in the board of directors, so it is difficult to guarantee their interests. 1.2 "insider control problem" of listed companies

At present, most listed companies in China are restructured from state-owned enterprises, and are relatively or absolutely controlled by state-owned capital. State-owned listed companies, as nominally modern joint-stock companies, have set up enterprise organization and management institutions composed of shareholders' meeting, board of directors, board of supervisors and managers, but most of them are composed of senior managers of the original enterprises, and the chairman of the board of supervisors of most companies is the chairman of the trade union or the leader of the party Committee. Under this obviously flawed organizational structure, managers can not be strictly and effectively restricted and supervised, and the emergence of "insider control" of listed companies and China's state-owned listed companies have become the backbone of the state-owned economy, but the governance structure of state-owned listed companies is still not perfect, and there are many problems in the allocation of corporate control rights. This paper holds that to deal with the allocation of control rights of state-owned listed companies, we must first grasp the important link of equity control structure, and then constantly improve the governance structure of state-owned listed companies and enhance the strength of state-owned economy.

Disadvantages and consequences in the process of equity control of listed companies of state-owned enterprises

(A) insider control

The ownership structure of listed companies of China's state-owned enterprises is different from that of Britain, America and Germany.

The equity concentration mode of cross-shareholding between people is a highly concentrated state-owned equity of "one share dominates" type, and then insider control appears. The phenomenon of "one share dominates" of state-owned shares provides the soil for the company's leadership to form insider control. Because most state-owned enterprises in China divest non-operating assets and set up joint stock limited companies with the original state-owned enterprises as the sole sponsors, the state has a highly concentrated equity in most state-owned listed companies. In this case, the original state-owned enterprises, as the sole sponsors or absolute controlling shareholders of listed companies, can easily control the voting rights of the board of directors under the rule of "capital majority system". In the board of directors, except for a few directors who are held by others, most members are leaders of the original enterprise, and the chairman is mostly directors or managers of the original enterprise. Board members of some companies are appointed by government departments. In addition to sending directors and chairmen to the company, government departments even send (general) managers and deputy (general) managers to the company, which disrupts the allocation rules of corporate control. Generally speaking, the more state-owned shares and legal person shares are concentrated, the stronger insider control.

By observing the Shanghai and Shenzhen stock markets, it can be found that the problem that the share capital of listed companies is artificially divided into tradable shares and non-tradable shares has been solved to a certain extent after the share-trading reform and the China stock market has entered the era of full circulation, but on the whole,

The circulation market environment has not changed the state-owned shares of state-owned listed companies, especially in the share-trading reform.