Give examples to illustrate how to improve the corporate governance system.

Establishing a modern enterprise system with corporate governance as the core is a general trend under the background of economic globalization. From the perspective of international capital market and global investors, good corporate governance is the key point to improve business performance, increase investment return and move towards internationalization.

In Europe, the EU requires enterprises in former Eastern European countries to reform corporate governance, especially to improve the quality and transparency of auditing. Only in this way can they join the EU.

"If enterprises in Asian countries don't fundamentally reform corporate governance, any improvement of management skills and development of scientific and technological strength will not be enough for Asian enterprises to stand on the international stage", which is the conclusion drawn after the investigation by Standard & Poor's Company.

Deepening the reform of corporate governance is also an important task for enterprises in China. Generally speaking, China enterprises, especially central enterprises, need to study and solve the following problems in order to improve corporate governance.

What exactly is corporate governance?

"Corporate governance structure" and "corporate governance structure" are collectively referred to as "corporate governance" internationally. The definition of corporate governance is narrowly limited to the arrangement of the board system; Broadly speaking, it includes ownership structure, financing structure, banking system, enterprise merger and acquisition, corporate control market, product market competition, interests of stakeholders and so on.

At present, there are four main theories about corporate governance in the world:

First, the theory of Burleigh and others. From 65438 to 0932, according to the analysis of American companies, they came to the following conclusions: on the one hand, the separation of the two powers brought economic efficiency; On the other hand, it also brings the problem that operators may and often infringe the interests of shareholders, that is, the so-called "strong operators and weak owners". In the following decades, most western studies on corporate governance were based on this.

Second, the theory of Franks and others. In 1995, they put forward two types of separation of two rights: one is external, typical of American companies; The other is internal, which is typical of continental European companies. The characteristics of enterprises in continental Europe are that there are few listed companies, and even if they go public, their equity is highly concentrated. For example, in France and Germany, among the largest 170 listed companies, 80% have a major shareholder holding more than 25%. There are two main types of major shareholders: one is family and the other is other companies. In their view, the popular classification methods of corporate governance in western economics, that is, the bank-oriented model in Germany and Japan and the market-oriented model in Britain and the United States, are untenable. Because banks in Germany and Japan have not played any special role in supervising and controlling companies.

Third, Raboda's theory. From 65438 to 0999, Raboda studied the 20 largest enterprises in 27 countries, and found that the internal separation of two rights was the main form not only in continental Europe, but also in the world. On the contrary, externalities only exist in a few countries such as the United States and Britain. The main reason for this situation is that most countries lack effective laws to protect minority shareholders.

Fourth, the theory of "European Corporate Governance Association". At the end of 1990s, they made a comparative study of enterprises in continental Europe, and drew the following conclusions: First, the concentration of voting rights of enterprises in continental Europe was significantly higher than that in Britain and America, and their control rights were often concentrated in the hands of an absolutely controlling shareholder; Second, the third largest shareholder holds few shares; On the contrary, in British and American companies, there are generally no absolute shareholders, and the shares held by the second and third largest shareholders are not much different from those held by the first largest shareholder. Second, most of the major shareholders in continental Europe are families, and most of them are management teams in Britain and America. Third, in continental Europe, there is generally an absolute family shareholder, but as long as it is not its own but entrusted to others, the control of shareholders is still weak, and the problem of "strong operators and weak owners" still exists.

It can be seen that in the case of separation of the two rights of enterprises, if the equity is dispersed, there is only one prominent problem, that is, the operators harm the interests of shareholders. For example, most listed companies in the United States; If the equity is concentrated, there are two prominent problems, that is, the operators harm the interests of shareholders, and the major shareholders harm the interests of minority shareholders, such as many companies in continental Europe; If it is wholly state-owned or state-controlled, there are three prominent problems, that is, the operators harm the interests of shareholders, the major shareholders harm the interests of minority shareholders, and the representatives of major shareholders harm the interests of major shareholders, such as some state-owned enterprises in China. It is in this sense that to improve the corporate governance of state-owned enterprises, we should not only solve the problem that operators harm the interests of shareholders and large shareholders harm the interests of small shareholders, but also solve the problem that representatives of large shareholders harm the interests of large shareholders.

How to talk about the governance efficiency of joint-stock system

The Third Plenary Session of the 16th CPC Central Committee proposed to establish a modern property right system, and emphasized that except for a few enterprises that must be operated solely by the state, we should vigorously develop the mixed ownership economy, so that the shareholding system can become the main form of public ownership. Central enterprises need to make more efforts in implementing this requirement. By the end of 2003, most of the parent companies of 189 central enterprises had not been reorganized in accordance with the Company Law.

In promoting the shareholding system, local state-owned enterprises are obviously faster than central enterprises. An important reason is that many local governments have not only general requirements, but also specific plans and arrangements after the 16th National Congress. For example, some provincial and municipal governments have proposed that the number of state-owned enterprises that implement joint-stock reform in processing industries and commercial industries should reach 1/3 every year. This year, the State-owned Assets Supervision and Administration Commission of the State Council proposed to speed up the shareholding system reform of central enterprises. To effectively promote this reform, we need to boldly explore the reform of property rights system and further formulate specific implementation objectives, plans and steps.

Listing is an important way to develop mixed ownership economy. Over the years, a considerable part of the assets of central enterprises have been listed at home and abroad. In central enterprises, listed assets are not only of high quality, but also far more than unlisted assets in quantity. Therefore, most central enterprises develop a mixed economy, which is competitive in terms of industry and small in terms of assets, so the pace of reform can be faster. In particular, the State-owned Assets Supervision and Administration Commission of the State Council issued the Opinions on Standardizing the Restructuring of State-owned Enterprises, which is conducive to standardizing the restructuring, preventing the loss of state-owned assets and ensuring the healthy progress of this reform.

Of course, promoting the shareholding system does not mean establishing a modern enterprise system; Developing a mixed ownership economy does not mean establishing a modern enterprise system. It has been proved by the fact that some private enterprises in China listed companies have become controlling shareholders in the past few years, but their governance efficiency is still very low. In this kind of enterprises, with the change of property rights, the problem of "representatives of major shareholders harm the interests of major shareholders" has been changed, but the two problems of "managers harm the interests of shareholders" and "major shareholders harm the interests of minority shareholders" in corporate governance in various countries have not been fundamentally changed. In fact, while Marx fully affirmed the shareholding system, he also pointed out the problems of the shareholding system for the same reason as Adam Smith. This is "for operators, as managers of other people's assets rather than their own assets, they cannot manage other people's money wholeheartedly as they manage their own money". Therefore, after the central enterprises implement the shareholding system, including the mixed economy, they still need to make great efforts to improve governance efficiency.

How does the board of directors play its role?

Corporate governance is the core of modern enterprise system, and the board of directors is the key to corporate governance. After the establishment of State-owned Assets Supervision and Administration Commission of the State Council, it was emphasized that the most important thing to improve corporate governance was to establish and improve the board of directors, and it was proposed to explore the establishment of the board of directors and independent directors system in central enterprises in three years or more. After this idea was put forward, it aroused positive response, but there were also some concerns.

In the past, 10 central enterprises set up boards of directors. Almost all of them are wholly state-owned companies, and the members of the board of directors are held by insiders, which are highly crossed with the management team. It is difficult for such a board of directors to play a role. In fact, people have no objection to the establishment of the board of directors after most central enterprises implement the joint-stock system and mixed economy; It is doubtful whether it is necessary to establish a board of directors after a few central enterprises are transformed into wholly state-owned companies. People are worried that under the condition that the ownership structure is single or the state-owned economy is absolutely controlled, it is difficult for the board of directors to play its role, which also makes the governance institutions overlap and brings contradictions and disputes. In fact, it is a challenge to establish an effective board of directors in wholly state-owned companies or other joint-stock companies. The crux of the problem lies in, first, what role the board of directors should play, and second, how the board of directors can play its role.

On the role of the board of directors, on June 5438+ 10, 2003, the Wall Street Journal published a long article, introducing the debates of various circles in the United States. For a long time, the United States has always emphasized that the role of the board of directors is leadership and decision-making, resulting in "strong operators and weak board of directors". In view of this problem, since the 1990s, the United States has emphasized that the board of directors should assume the supervisory responsibility and play a supervisory role. As summarized in the series of articles in Harvard Business Review in 2002, the specific measures are as follows: First, the board of directors checks and confirms the authenticity of financial reports; Second, the board of directors strictly evaluates the CEO's operating performance; Third, the board of directors approves the company's development strategy.

Solving the problem of what role should be played does not mean solving the problem of how to play this role. After 200 1 "Enron incident", multinational companies regard how the board of directors can effectively play its supervisory role as the focus of the new round of reform. In this regard, the trend measures include: reducing the size of the board of directors, increasing the proportion of independent directors, relaxing the regulations on the chairman and CEO, improving the salary arrangement of independent directors, extending the retirement age of independent directors, limiting the retired CEO from staying on the board of directors, establishing an executive meeting of independent directors, promoting the one-year election of directors, limiting the part-time job of directors and hiring independent external consultants. From this perspective, it is not difficult for central enterprises to establish a board of directors. It is difficult to establish a board of directors that can really play a role. In this regard, there is a lot of work to be done and a long way to go, and a new road must be found.

Who will become an independent director?

The independent director system is an important part of the board system. In China, a few years ago, we began to explore the establishment of independent director system in some joint-stock companies. At present, it has become a normal state to increase the proportion of independent directors in listed companies. This is an improvement. Of course, there are many sayings, some are called "control revolution" and some are called "decoration revolution". This debate itself reflects that China's independent director system is still immature and there are many problems. For example, independent directors, first of all, are independent directors, so independent directors are different from external directors and non-executive directors. But in theory and practice, we often mix these concepts together.

Who should be an independent director has always been a difficult problem. China Securities Regulatory Commission selects independent directors of listed companies by taking the examination of accountants and lawyers. At present, most of the independent directors of listed companies are engaged in accounting, law, technology or economic research.

The advantage of this method is that it can quickly form a team of independent directors; The disadvantage is that many independent directors elected in this way lack the management, management and supervision experience of senior enterprises, and it is easy to appear the phenomenon that "directors are not sensible" in practical work.

In the next step, central enterprises will encounter the problem of who will be a director when establishing an independent director system. The team of independent directors should include all kinds of talents, and the personnel structure of the board of directors of enterprises should also emphasize diversity, especially for the main body of this team, which should have clear professional and experience requirements. By studying the composition of independent directors of large companies in various countries, we can find that most of them are or used to be CEOs of other large companies and financial institutions, and they have rich experience in the operation, management and supervision of high-level enterprises such as fund-raising, investment, mergers and acquisitions, especially in the confirmation and evaluation of business performance, rewards and punishments, appointment and dismissal, and employment.

To establish an effective independent director system, we should not only solve the problem of who will be the director, but also do a lot of work from the practice of perfecting the independent director system in developed countries. For a long time, they have been working hard to improve the independence standard of independent directors, increase the proportion of independent directors and give them extensive supervision rights. For example, the problem of "independent directors are not independent" should be solved. After the Enron incident, they reformed the salary arrangement, nomination and election of independent directors, chairman and CEO. For example, it is necessary to solve the problem that the personal interests of independent directors are linked to the interests of the company. Therefore, to establish the independent director system in central enterprises, we should pay close attention to the pilot, sum up and improve it in practice.

How to ensure the effectiveness of supervision

The establishment of governance institutions is directly related to governance efficiency. At present, in central enterprises, the common forms of governance institutions are the State Council SASAC, expatriate supervisory board and management team. The establishment of "expatriate board of supervisors" is a major reform in China from 65438 to 0999. The main difference between the "expatriate board of supervisors" and the internal board of supervisors of China's joint-stock companies lies not in the dispatching subject, but in the independence and authority of the dispatched personnel. From an economic point of view, the provisions of the "expatriate board of supervisors" system, such as "composed of civil servants", "six requirements and six noes" and "non-participation and non-intervention", all belong to the category of independence. These regulations have been well implemented in practice, so they have been widely praised by central enterprises.

The establishment of corporate governance institutions around the world can be divided into "mainstream" and "non-mainstream" according to the power these institutions have. "Mainstream" refers to the shareholders' meeting, the board of directors and the management team. Most countries in the world (including German joint-stock companies) adopt this type. The board of supervisors in Germany and other countries is essentially the board of directors from the perspective of power and responsibility. "Non-mainstream" refers to shareholders' meeting, board of directors, board of supervisors and management team. For example, Italy in Europe, Japan, South Korea and other joint-stock companies in Asia all adopt this type, as do central enterprises and joint-stock companies in China. There is an important difference between these two types, that is, whether to establish a board of supervisors and what kind of board of supervisors to establish.

The effectiveness of the enterprise supervision institution established by the investor shall meet at least four conditions. One is independence. American board of directors, German and Italian supervisory boards are relatively independent, while Japanese supervisory board is not independent. The internal board of supervisors in China is basically not independent, while the expatriate board of supervisors in China is very independent. The second is professionalism. The United States and Germany are mainly entrepreneurs, while Italy is a registered legal auditor, and Japan is less professional; China's internal board of supervisors is less professional, but relatively speaking, overseas board of supervisors is more professional. The third is enthusiasm. The system of board of directors or board of supervisors in these countries is being explored, and an effective incentive mechanism has not yet been formed. The fourth is the right to supervise. The United States and Germany have the power to reward and punish and appoint management teams, and have the power to hire independent auditors; Italy and Japan have no such power; China's internal board of supervisors and expatriate board of supervisors also do not have this power. Ensuring the effectiveness of enterprise supervision institutions is a systematic project, and all conditions are indispensable, otherwise the effect is not ideal. At the end of 2003, the Italian company Parmalat broke out a financial scandal of tens of billions of euros, which was called "Enron in Europe" by the international community, reflecting the major defects of their supervisory board system. In recent two years, Sony of Japan and Korea Telecom decided to reform the board of supervisors, the fundamental purpose of which is to solve the problem of the effectiveness of supervision.

In recent years, financial scandals have broken out from time to time in listed companies in China. According to media reports this year, a large central enterprise was found to have "the amount involved" exceeding 654.38 billion yuan. From the perspective of the effectiveness of enterprise supervision, the problem is not that the supervisors in China are not working hard, but that the system design needs to be improved. Central enterprises implement joint-stock system. After the establishment of the board of directors, it is difficult to implement effective supervision if the board of directors with supervisory power fails to perform supervisory duties and the internal board of supervisors that performs supervisory duties has no supervisory power. Therefore, to adhere to and improve the board of supervisors system, including the expatriate board of supervisors system, we must first further improve the work orientation, the ownership of rights and responsibilities, and the enthusiasm of personnel.

How to ensure real performance?

Ensuring the authenticity of business performance is always the focus of improving corporate governance. If the members of the board of directors are composed of internal directors, and most of them work in the management team, then the supervision of the board of directors on the management team is essentially self-supervision, which is compared by monks, a famous American corporate governance expert, as "the candidates grade their own papers".

Enterprise financial report is a reflection of operating performance.

The financial reports of central enterprises have been audited by accounting firms for many years, which is an improvement. But until now, some central enterprises are still hiring accounting firms by themselves, which is similar to "candidates marking papers by themselves". The level of grades depends largely on students' consciousness, not the guarantee of the system. So there is a phenomenon in some enterprises. The boss had a good performance when he was in office, and an audit often went wrong after he left office. Theoretical circles call this phenomenon "toilet effect". According to many media reports last year, in 2002, the National Audit Office conducted an economic responsibility audit on the heads of 12 central enterprises, and found that the main problem was that the financial statements were untrue, especially the reported profits were untrue. The performance appraisal of the heads of central enterprises should be based on the authenticity of enterprise profits and losses; Only this kind of performance appraisal, evaluation and corresponding incentive mechanism are truly meaningful.

In many countries, the audit committee in the board of directors is responsible for checking the authenticity of enterprise performance. The effectiveness of this institution also depends on the conditions of independence, professionalism, enthusiasm and supervision. Under this premise, the effectiveness of the work mainly depends on two factors: first, focus on the work, be responsible for checking and confirming the authenticity of the management team's annual operating performance, and scientifically solve the problem of "what to supervise"; The other is that the supervision mechanism should be strict. The composition, work and remuneration of the audit committee, as well as the nature, level and composition of the fees charged by independent auditors should be disclosed in detail every year, which is conducive to solving the problem of "the credibility of supervisors themselves". In the 1970s, a series of corporate scandals in the United States prompted them to establish an independent director system, which is the kind of problem to be solved. After the Enron incident, they further strengthened the reform of corporate governance and promulgated the Sox Act, which is also the kind of problem that needs to be solved.

China's board of supervisors, including the audit committees set up by a few joint-stock companies, all have the same problem, that is, they do not pay attention to the inspection and confirmation of the authenticity of the annual financial report of enterprises, nor do they have the right to hire independent auditors to inspect and confirm the authenticity of the profits and losses of enterprises in that year. This makes it difficult for investors to truly understand the authenticity of the profit and loss of the year, and it is also difficult to truly understand the "family" of the enterprise. This situation exists in central enterprises and also in state-owned banks. According to the research of relevant experts, by the end of 2002, the NPL ratio of 70% of the loan balance of China's four major banks was formed in 1993-2002. It is necessary for central enterprises to improve corporate governance and establish an assessment system. It is necessary to summarize the success or failure of the assessment system of state-owned enterprises for a long time, and establish a system to confirm the authenticity of profits and losses as the basis of the assessment system. Therefore, the power to hire independent auditors should be given to the board of supervisors or the audit committee in the board of directors.

Is the chairman concurrently the CEO?

Whether the chairman concurrently serves as the legal representative is an important issue related to improving corporate governance and strengthening supervision mechanism. In the mid-1990s, for the State Council 100 pilot units of modern enterprise system, the relevant ministries and commissions of our country put forward the requirement that the chairman should not be the general manager, and used this as a standard to test whether the pilot units are qualified. Therefore, without the chairman and general manager, the board of directors can't play its role well. A very important reason is that according to the company law, "the chairman is the legal representative of the company".

An important difference between corporate governance in China and Europe and North America is that it is not the general manager but the legal representative who is fully responsible for the production, operation and daily work of China enterprises. The legal representative is more like their CEO. Therefore, although the chairman of an enterprise in China is not the general manager, as long as he is the legal representative, he can't be as beneficial to the board of directors to supervise the CEO as the companies in Europe and North America.

Solving the problem of chairman and CEO seems simple, but it is not. In practice, the United States has gone through three stages to solve this problem: first, for the first time, the CEO is required to communicate and discuss with independent directors when determining the agenda of the board meeting, and any independent director has the right to ask for additional agenda. Second, a few years ago, some companies added a chief director to the independent directors and gave him more power to restrict the CEO. Third, after the "Enron incident", the call for the chairman not to be CEO is getting louder and louder. In 2002, McKinsey conducted a survey on the directors of the top 500 companies in the United States, and the results showed that 70% of the respondents were in favor of leaving their jobs. Because the chairman and CEO will bring many problems, the biggest problem is that once the CEO controls the information flow, independent directors cannot objectively supervise it.

When central enterprises implement the joint-stock system, it is necessary to study the chairman and legal representative. In Europe, most chairmen are not CEOs. In the United States, it has become the mainstream opinion that the chairman does not concurrently serve as CEO, and more and more companies stipulate that the former CEO cannot stay on the board of directors. In China's listed companies, whether the chairman is the general manager or not, as long as the chairman is the legal representative, it is difficult for the board of directors to effectively supervise the legal representative. Judging from the actual situation of state-owned enterprises in China, if the chairman is not the legal representative, but the party secretary of the enterprise, it will help the board of directors to better play the role of supervision and management team, and also help the party organizations of enterprises to better play the role of ensuring supervision in the modern enterprise system.

How to arrange the salary system?

An important criterion to test the advantages and disadvantages of governance mechanism is the salary system of management team, especially CEO. In recent years, many domestic companies have listed abroad, and their shares cannot be issued at high prices. One reason is that foreign investors are worried that the CEO salary of state-owned enterprises in China is too low, and it is difficult for them to do what is best for investors. On the other hand, the salary of American CEO has increased too fast, which is regarded as the concentrated expression of the failure of their board of directors.

At present, there are many problems in the salary of the management team of central enterprises, including the salary gap between the "top leaders" and "deputy leaders" has not widened, the salary structure between fixed salary and annual and long-term incentives is unreasonable, and welfare and job consumption are not monetized and open; What is more prominent is that the "external horizontal gap" with private enterprises and foreign-funded enterprises is still large, making it difficult to attract and retain talents. For example, by 200 1, the average annual salary of the CEO of foreign-funded enterprises in China has exceeded 1.6 million yuan; In 2003, the average annual salary of CEOs of central enterprises was much lower, on the other hand, the "internal vertical gap" with the average annual salary of employees was widening.

From the institutional point of view, the main problems are: first, the investor's representative did not exercise the right of salary arrangement, which led to "the management team set its own salary"; Second, there is no scientific confirmation and evaluation mechanism for the authenticity of business performance, so there is no system guarantee for the authenticity of indicators linked to management team salary; Third, because there is no public mechanism for the salary and job consumption of management teams, a few enterprises also have the phenomenon of "brave" distribution and consumption. After the establishment of the State-owned Assets Supervision and Administration Commission (SASAC) of the State Council, some measures were taken to solve this problem, including signing letters of responsibility with more than 100 business leaders and implementing the annual salary system for business leaders. Of course, it is very difficult to solve this problem in a short time.

Some common practices of world-famous companies in salary arrangement still have reference significance for strengthening governance mechanism. To sum up, the first is the premise of salary. The key is to confirm the true and false performance of the management team. The second is the wage difference. Usually, the salary of management team is much higher than that of independent directors, and the salary of CEO is also significantly higher than that of other members of management team. However, this difference does not come from short-term incentives such as salary and bonus, but from long-term incentives such as options. The third is the disclosure of salary. Disclosure of the remuneration of management team members in the first three years one by one, detailed disclosure of each person's remuneration composition, and disclosure of the company's shareholder return rate compared with similar enterprises in the same industry in the past five years. To improve the compensation system of management team, central enterprises should combine China's national conditions and learn from foreign experience.

The above information is for reference only!