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Summary概览
当公司绩效甚差时，股东为维护自身的利益，出售其持有的该公司的股票(也称为用脚投票或华尔街法则)，引起股价下跌，招致敌意接管，该公司的董事、经理将被撤换。因股东出售股票容易招致敌意接管，这无疑对公司董事和经理是一种压力。为避免这种事件的发生，增强股东对公司运营前途的信心，公司的董事和经理不得不注意提高公司的经营绩效，这在客观上起到了控制公司的作用。
When the company's performance is very poor , its shareholders to safeguard their own interests, to sell its shares held by the company ( also known as voting with their feet , or the Wall Street law ) , causing the share price fell , leading to a hostile takeover , the company's directors , managers will be replaced. Because shareholders to sell stock susceptible to hostile takeover , which is no doubt the directors and by Management is a kind of pressure . To avoid such incidents , and enhance confidence in the future of the shareholders of the company's operations , the company's directors and managers have to focus on improving the company's operating performance , which played a role in the control of the company's objective .
当公司向商业银行间接融资时，商业银行通过向公司投资或贷款的方式，成为公司的股东或债权人，商业银行为维护自身的投资权益，取得投资应得到的利益，便密切关注，积极监督公司的经营活动，发现问题及时通知公司采取对策，当然包括撤换董事、经理等，从而形成从外部对公司进行监督和控制机制。
When indirect financing companies to commercial banks, commercial banks through investments or loans to the company the way , became the company's shareholders or creditors , commercial banks to maintain their investment interests , investments should be made in the interest , they pay close attention to and actively supervise business activities , identify problems promptly notify the company to take measures , including of course the removal of directors, managers , etc., to form from outside the company to monitor and control mechanisms.
Introduction引言
Corporate governance is not just a single company to do, and involve the public in the interests of society . Therefore, all countries in the world , without exception, to develop a series of laws and regulations , and to establish the appropriate executive agencies to implement controls on the company's business activities. Goal of economic regulation is to ensure that the company gets its own legitimate interests , while not harming the public interest , the economic impact of the company's regulatory control and governance activities objectively , its scope is very broad, there are three main areas: ( 1 ) develop antitrust and unfair competition law , standardize the market competition order , prohibit monopolies and restrict competition , but also does not allow the company to implement acts of unfair competition . ( 2 ) the development of public utilities Control Act , electricity , gas, telephone , water , transportation and other public utilities to provide fees and sales prices to determine the grade of service , licensing , the development of service standards to protect the public interest. Law ( 3 ) to develop the socio-economic aspects of regulation , such as the development control water pollution, noise, land reclamation and other laws protecting natural resources and the environment ; develop the Product Quality Law , Food Sanitation Law and other consumer protection, the development of labor law to protect workers' rights and so on. In short , the state economic regulation by establishing goals and norms embodied social environment and order corporate governance practices. ① Thus, we can draw the following conclusions : the corporate governance structure is a legal system , which includes corporate law and the articles of association of the mechanism of checks and balances within the organization and the law firm of external environmental impacts of checks and balances in two parts.
Broadly speaking , the company organizational system is what we often say that the corporate governance structure , which includes not only the various departments on various matters of the company for the actual operation of the company's organizational structure , which is set within the company , including the company's various departments and allocation of rights and mutual containment relationships. But a narrow sense , the company organized system mainly refers to the powers, duties and responsibilities in various departments within the company and their mutual checks and balances . Seen on the Company's system of broad implication of the company organization, is the relationship between the whole and the part of the Company's systems and company organization . But the company organizational systems and organizations in the narrow sense is the concept of two parallel . Company organization focusing on the company's emphasis on setting organization , the carrier and the presence of organized system is the external manifestation and organizational security organization system. The organization stressed that the system is focusing on the mutual rights and obligations between the organization, is a concrete reflection of the mutual rights and obligations between the various organizations , reflecting the separation of powers and checks and balances substance. Therefore , organizational systems and organizations in the narrow sense of the relationship between content and form , is the relationship between internal and external , both connections and differences between the two , inseparable Points.
The impact of economic regulation经济管制的影响
American Board to implement a single-layer system . That the Board of Supervisors on the board is not set , the various special committees of its leadership , decentralized assume oversight of the executive powers of the board of directors of business . Because of its obvious flaws decentralized supervision , so targeted use some appropriate compensation measures. First, the introduction of outside directors on the board , improve the supervision of the Board of Managers layer. Second, through the external market for franchise companies oversight , including oversight of public auditing CPA . These measures are mainly down for managers , emphasizing the efficiency of ingredients is more obvious. As the chairman and general manager of the majority of U.S. companies are the same person , authority chairman of the U.S. more focused on the chairman of the supervisory mechanism is weak. In such a governance structure tend efficiency , once chairman and bottom gang cheating , then dispersed , the role of indirect constraints force will not meet the need . In recent years, major fraud large U.S. companies have made continuous exposure to this interpretation .
German two-tier system of the Board. That the Board of Directors and the Supervisory Board is responsible for overseeing the implementation of the right to the right of the official in charge of the business is divided into two bodies. First, the relatively more focused supervisory powers , oversight functions will be more effective. Second , the composition of the Supervisory Board with more technical content. Germany Supervisory Board by the shareholders ( including the main bank ) , composed of representatives of the employees . Where banks play an important role in representing the employees in the Supervisory Board . Particularly the banking concern the role of architecture in the Supervisory Board . Since the bank wants to maintain long-term stable trading relationship with the target enterprise and profit , its decisions have long-term advantages of focus , with the United States in the short-term market surveillance are essentially different . And banks have the appropriate capabilities, such as hold a certain amount of equity in the target company or delegate voting rights , but also holds the credit resources of the target company , and their own ability to have a read of accounting information . Finally , on behalf of its employees plays an important role in the board of supervisors is worth building the corporate governance structure of the reflection. Visible, balance Partnership Arrangement differences will lead to a different operating system , different effects produced on the corporate governance structure .
Mutual cooperation through effective checks and balances relationship between the value of the company to achieve its organizational authority. The organization in the company 's position and role , but also through its organizational structure and functions reflected. Company organization is an external manifestation in the form of company organization system , set the type of company organization reflects the pattern of the Company's system , and the company organizational system is to be provided by a national company law regime. Our company's internal organization , terms of checks and balances and the relationship between them recently , mainly by the " People's Republic of China Company Law" ( hereinafter referred to as " the Act " ) specification. The specific requirements are:
( 1 ) Shareholders ( large ) will be : According to the "Company Law " Article 37 , Section 38 , Section 102 , Section 103 provisions , shareholders ( large ) will be composed by the shareholders , the company's authority to exercise the company control. By the shareholders ( large ) will exercise control over the company , mainly in two aspects: First, elect and replace directors . The appointment and removal of directors is a manifestation of the basic features of the system of corporate governance arrangements , the rights belong to whom, who will in fact become the company's controller. Second, decide on important issues , that determine the business policies and investment plans ; consider the report approved by the Board and the Supervisory Board ; company's annual financial budget , decision-making solutions , companies benefit distribution and recovery of losses ; increasing the company to reduce its registered capital , issuance of corporate bonds, merger, division , dissolution and liquidation of the resolution ; amending Chapter Process and so on.#p#分页标题#e#
According to the "Company Law " Article 45 , Section 46 , Section 112 , Section 113 provisions , the Board of Directors ; implementation of the company's operations and business decision-making body , the Board is responsible for the general meeting and report to work , the exercise of business execution , management decision-making and control. Business executive and management decision-making power exercised by the Board of Directors include : implementation of resolutions of the shareholders ; determine the company's business plans and investment programs ; decided to set up the company 's internal management structure ; develop basic management system and so on. The control is exercised powers of the Board of Managers , that the Board of Directors to appoint or dismiss the manager , the manager in accordance with the nomination , appointment of the Company's system within the company through a sound organizational structure and configuration of each group or dismissal of deputy chief financial officer to determine their remuneration .
According to the "Company Law " Article 52 , Article 53 , Article 54 , Article 124 , Article 125 , Article 126 of the regulations, the Supervisory Board representing the shareholders and an appropriate proportion of workers representatives, is the company's oversight body , exercise supervision, ie supervision of managers , including: checking the company's financial ; directors , managers perform their duties when violations of laws and regulations or the company 's articles of association ; act as managing director harm the interests of the company , the requiring directors and managers to be corrected ; other powers stipulated in the articles .
According to the "Company Law " Article 50 , Article 51 , Article ng of the Ordinance, the manager appointed by the Board , the Board is responsible for the main exercise the following powers : the auspices of the company's production and operation management , organization and implementation of Board resolutions ; organization and implementation of the company . annual plans and investment programs ; develop specific rules and regulations ; other powers conferred by the Articles of Association and the Board of Directors .
Conclusion结论
Legislators attempt by the above provisions of the Act , the following purposes : internal stingy even between institutions , accountability and mutual restraint , regulating the relationship between the owners , operators and employees, incentive and restraint mechanisms combine to form , both protect the interests of asset owners , operators and confers full autonomy . I believe that the legal regulation organizational structure and organization of the system is to protect the shareholders, creditors and the public interest community for the purpose of the shareholders of the company 's control and the directors , managers on the management of the company , with the legal clarification , statutory , so neither enable shareholders to lose control of the company , and also allows directors, managers have full management rights , to ensure the normal and healthy operating companies. Although the legal regulation of the Company's system basically reflects the separation of powers between the internal organization of the relationship , so that checks and balances on the company's external environment and its institutions have a certain influence, but the legal requirements of the market economy point of view, there are still many compared to defects and deficiencies and organizational mechanisms developed countries, there is such as to overcome and improve further .
Company organization 's operating mechanism is the most important stakeholders to define the relationship between the enterprise and other systems . Related discussion of corporate governance structure can be traced back to Adam Smith • " Wealth of Nations" , the corporate governance structure theory about the modern sense in the early 20th century, the discussion of China's corporate governance structure first appeared in the late 1980s . Corporate governance structure is always influenced by political , legal, economic , cultural, historical and other factors, many a country . Currently the world's leading corporate governance model , there are two : one is the United States as the representative of the market controlled mode , the other is represented by the relationship between the European -controlled mode.
References文献
Kotler P., Brown L., Adam S., Armstong G., 2001, Marketing 5th ed, Australia:. Prentice Hall
Bartlett C., Ghoshal SB, Birkinshaw J. 2004 Transnational Management:. Text, Cases and Readings in Cross-border Management 4th ed McGraw-Hill:. Irwin
R. Duane Ireland, Robert E. Hoskisson, Michael A. Hitt, 2008, Understanding Business Strategy:. Concepts and Cases, p 45-50, Canada: Mellssa Acuna.
Hitt MA, Ireland RD, Hoskisson RE 2006 Strategic Management:. Concepts and Cases 7th ed Thomson Learning.
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