First, state-owned enterprises crucial break new breakthroughs in the difficult stage
From 1999 onwards, we entered a crucial key to breaking the difficult period. State-owned economic front for a long low efficiency of state-owned enterprises and the state, from the Fourth Plenum of the 15th session of the convening of the recent Third Plenum of the 16th "Decision" The introduction of major policies have been identified and operational level in the policy of the State Council, the SASAC After the establishment have also introduced in general I think there is a breakthrough in the five initiatives.
1. Clearly put forward the strategic restructuring of state-owned economy principles, namely "Youjinyoutui, to be selective." State-owned economic layout adjustments is to hinder the development of productive forces to eliminate the relations of production factors. The past, we blindly on the statement made by the state-owned economic progress and better access to the areas, the bigger the better access to the area, the first initiative of talking about "retirement" word, it is a breakthrough.
2. Explicitly put forward the corporate governance structure of the corporate system is the core of this well-known thesis. From theory to solve the depths of the state-owned large and medium-sized enterprises Why must a standardized corporate reform. Private enterprises, private enterprises to do big and stronger, why must move towards the corporate system, it is because the corporate system as the main form of a modern enterprise system in an internal incentive constraints have a coordinated, decentralized structure of checks and balances of corporate governance: separation of powers The objective of mobilizing more staff motivation, the purpose of checks and balances to prevent the emergence of worst-case scenario; incentive priorities, constraints such as the accompanying video. This intrinsic incentive and restraint mechanisms to ensure that this is "company" in the carrier market competition in the relatively stable expand, this is the second breakthrough.
3. Explicitly put forward the need to establish and perfect a modern property rights system. The establishment of clear ownership, the right to select a clear, strict protection and smooth transfer of modern property rights system, is to protect vulnerable groups and the interests of the rich to create social stability mechanism and developing mechanisms: the interests of vulnerable groups must protect, and because it involves the To improve the situation of human rights, the right to subsistence and development related to the protection of the right, we should also protect the legitimate interests of the rich get rich, so that people can have investment enthusiasm, the purchase of philosophy, social pursuit of wealth will be generated the momentum , The creation of wealth created in the spirit in the pursuit of wealth most people on the road have become the middle class, the economic cornerstone of democracy it established. This transformation is mainly rely on modern property rights system to protect the.
4. Shareholding to the public ownership is the main form. Breakthrough significance lies in its answer to what is a real reform from the equity level to resolve the issue of the effectiveness of corporate governance. Third Plenum of the 16th National Party Congress stressed that SOE reform should be diversified equity as much as possible, mixed ownership, including the holding absolute and relative holding Holdings. Why should Holdings to make such a distinction? » Obviously that is relatively Holdings. » Because of the relative success of holding too many examples. When 100 percent owned by the state may not get a penny, in a relatively controlled with the time than the original I do not know how many times higher. This is the equity diversified, mixed ownership. This is good at outsiders dare to fertilizer into the field, also made his last big. The most points of the example is Bill »Gates, Microsoft's Bill Gates set up when 90 per cent stake, but most is a millionaire, moved back to a 10 percent stake in the following, but he is the world's richest man for many years.
5. Explicitly put forward by the laid-off restructuring streaming toward segregation. 859, promulgated by the state of the text "state-owned large and medium-sized enterprises Zhufufenli Des Voeux industry restructuring shunt placement of surplus staff to the implementation" of the central enterprises and enterprise reform is a weapon, divert laid-off workers to divert reform, by making access to both workers Status smooth into the market, and access to the benefits of reform became a subject of interest, is a major breakthrough.
In a new breakthroughs in reform of state-owned enterprises, it should be said that the country's major political breakthrough in principle have a breakthrough. We come from the operational level on the analysis of the strategic restructuring of state-owned economic policy.
Second, how to treat state-owned economic layout adjustments in the "retreat"
State-owned economic layout adjustments in the chin and a retreat in the economic, social, legal and political aspects of the problem. On this issue, we can not generally talk about "Guotuiminjin", which is distorted policies; Nor can the state-owned enterprises as an ideal form of enterprises so as to negate the general direction of the state-owned enterprise reform, reform of state-owned enterprises because of the emergence of some do not Standardize the issue and called for the suspension of property rights reform, which is Yinyefeishi. Differentiation should be viewed "retire" the word, and for that we need from the state-owned economy "Why retreated from the« "" Where retreat »" "Who is returned to the« "" How to retire »" four to elaborate further.
Has retreated from the state-owned economy, there are two main reasons, one reason is that the traditional state-owned enterprise system are flawed, the lack of state-owned enterprise reform in place the interests of the investor-led government and the main support. Is the inherent weaknesses in the system, acquired disorders, the general lack of competitiveness, the traditional state-owned enterprises are doing a good job, but the proportion of low and doing a good job in the past few years, a few years later can not, it flourishing Flourishing 35. Have deep-seated reasons for this » The answer is yes, we have long been the amendment to the Constitution clearly state the socialist market economy, and the market is efficiency, and therefore in the process of the market, as a prerequisite for the existence of the monopoly of state-owned enterprises will inevitably face an increasingly grim The challenge, they have efficiency, you also bear the burden of so many take part in the competition is not winning. This is very difficult to do a good job in one of the reasons why. Another reason is that the 16th CPC National Congress before the state-owned enterprise reform in place of the lack of investor-led, not the absence of clearance is the wrong offside, clearance led to a serious lack of internal control, the wrong offside led to a serious incentive and restraint mechanisms Distorted, ignored the complex operators and managers of the value of labor. The 16th National Party Congress put forward a clear, simple respect for both labor and respect for the complicated labor, while encouraging management, technology, etc., as factors in distribution. So, now the main guidelines has been very clear, how is a legitimate operation of. Based on these two aspects, the traditional state-owned enterprises to do a good job, which is state-owned economy retreated from the micro-level reasons, the state is on the macro-economic front is too long, the limited state capital increasingly difficult to support the huge The state-owned economy plate. Countries to do too many things, but its limited financial resources, we must withdraw from some areas.
The state-owned economy from the withdrawal from areas in which it » 15 of the Fourth Plenary Session of the 16th Plenary Session of the two decisions on large state-owned enterprises and restructuring norms, Zhufufenli, the transfer of state-owned property rights laws and regulations and the establishment of the State Council, SASAC director Li Rongrong of the speech, we can see very Clear. The next step in the four sectors (that is related to national security and economic security, natural monopoly industries, providing key public goods and services industry, resources sector) and two types of enterprises (pillar industries and high-tech industries in key enterprises ) Of the main part of the state-owned economy should continue to play its controlling power, influence, and driving force, that is, in restructuring the equity restructuring, the state-owned shares should at least account for a relatively Holdings. And the other areas of auxiliary enterprises are of a general industry competitive fields, the state-owned property rights of these enterprises through the sunshine law from operating norms recombinant. In the process of China's market-oriented economic layout and structure will be more reasonable. Of course, is not to say that Yuediyuehao, such as the Yangtze River Three Gorges Project, the Qinghai-Tibet railway, West-East Power Transmission, West-East Gas Pipeline project, and so are the basic form of state-owned assets, the Fourth Plenary Session of the 15th will be saying the very place, The total number of state-owned economy will continue to increase, but the proportion of the reduced accordingly. From the policy intention and market-oriented development, the total amount to progress, and the proportion of the number of state-owned enterprises to retire. At the same time the Third Plenum of the 16th also stressed that even in these areas, in addition to a very small number of wholly-owned, is holding a small part of a large stake in the reorganization should be relative to holding, controlling the relative control of the country to play a Mainstream way.
The state-owned economy to withdraw from the area who will enter it » "10th Five-Year Program" is very clear, to encourage non-state-owned enterprises, individuals and foreign investors to participate in the three main state-owned enterprises reform. Non-state-owned enterprises, and individuals including the operators due to strength, governance and cultural aspects of the reasons for holding a number of medium-sized enterprises more appropriate, but large enterprises, some of the offshore management, technology, capital and other areas have advantages in strategic investors Shares may be more appropriate. Of course, as China's private economy's development, by virtue of strength rather than空手套白狼participation of private enterprises holding large state-owned enterprises will be more and more, in addition to some pillar industries such as steel restructuring, in principle, allow foreign investment holding, the existing The state-owned enterprise reform policy is to include the operators of the transferee, the main put to a standard of measurement, and the key is to have strength.
The state-owned economy to retreat » Relying on word is to place the investor on behalf of the company that is superior enterprises and good corporate governance, property rights trading market by virtue of the securities market in accordance with the law and norms. State-owned economic layout adjustments now have the basic institutional guarantee and ensure that laws and regulations, promulgated the "the state-owned assets supervision and administration" Interim Regulations on the establishment of the SASAC, of course, the ultimate guarantee that the system as soon as possible in the existing "" Interim Regulations on the basis of Published on the authority of the state-owned asset management area of the law, the final system is the guarantee by the ad hoc body into the SAC statutory bodies. Through the authority of the legal guarantees and authority of the statutory bodies, the true sense of the boss may be shaping up, the system innovation of state-owned enterprises will take a key step.
Third, state-owned assets management system under the new system of "control"
16th National Party Congress pointed out the need to establish the assets and management of personnel, other affairs of unity, rights, obligations and responsibilities in line with the state-owned assets regulatory agencies. After the founding of the SASAC, the management of assets and the original one of the largest enterprises is the difference between what is actually from the State Council promulgated the "the state-owned assets supervision and administration" Interim Regulations on the provisions of this and the decision of the Third Plenum of the 16th See very clearly there. "Regulations" of the State Council to define the responsibilities of the SAC is very clear. The first is the establishment of the SASAC to promote the rational flow of state assets and optimize the preparation and promoting the state-owned economic layout and structure adjustment. And found that the Third Plenary Session of the decision on this issue repeatedly used the term "speed up" the word, why do » Not speed up the flow of property rights, can not be incremental increases rapidly, can not be quickly increased, the stock of the problem will be magnified, the crisis will deepen. Therefore, we said that this "pipe" has been very clear: investors in state-owned assets in place and the circumstances leading reform, speed up the rational flow of state assets and optimize the preparation and speed up the state-owned economic layout and structure adjustment. The original of the business is "all manner of a glance in the body," now we have to promote the flow of the reorganization, that is to care for the dying toward the ultimate care, and build ties of property rights, will not give you a blood transfusion breastfeeding . The flow of the carrier is the mainstream form of joint-stock companies. Why is it » Shareholding system is the main form of public ownership, has been restructuring to further improve the corporate governance structure. In short, from the State Council Guozijianguan the responsibilities of agencies, I think there are four main areas: There is no reform, enterprise restructuring to urge; has been restructuring, the investor must steering corporate governance; supervision of state-owned property rights transactions on the operators The implementation of performance appraisal.
It is thus clear that the 16th CPC National Congress held before the reform of state enterprises to promote the continuous deepening of the state-owned assets management system to establish the new system; after the 16th Party Congress, the SASAC will speed up the establishment of promoting the state-owned enterprises, especially large enterprise system the pace of innovation.
40, the SAC-led state-owned enterprises in the innovation system "to"
In the state-owned assets management system under the new structure, along with "regulating the work of the state-owned enterprise restructuring views," "Interim Procedures for management transfer of property rights" and "further regulate the restructuring of state-owned enterprises to inform the work of" some new rules introduced, the state-owned enterprise system innovation To speed up the pace. System Innovation many new models: the first is the overall corporate restructuring, while the introduction of public funding or foreign investment. This is also for this round of restructuring is a very important feature of «« restructuring and attract investment combined. The second is Zhufufenli, the main industry restructuring and listing, or in joint ventures. The third is Zhufufenli, Des Voeux industry restructuring segregation. Zhufufenli No. 859 on the text of a breakthrough significance is reflected in three aspects: First, if included in the industry as auxiliary, the state is to pay you can use the state-owned net assets of the dissolution of the labor relations of economic compensation, such as restructuring costs The second is not to change the land use can continue to use the allocation. Third, the three-year income tax exemption, as long as the restructuring of enterprises to employ after the original enterprises to achieve a certain percentage of workers such as most enterprises are 70 to 80 percent or more, if you diversified equity, mixed ownership, the largest shareholder of not more than 75 % Of the shares, etc., can enjoy the three-year income tax exemption. The fourth is the state-owned property rights transactions. Fifth is the MBO (management, including holdings) and employee stock ownership, and so on.
From a point of view, a real restructuring is actually six reorganization that property rights restructuring and reorganization of assets, debt restructuring, staff reorganization, restructuring, reorganization linkage process. Property rights over the past restructuring and reorganization of staff do not place or do not complete and did not synchronize the adjustment of labor relations. This round of the six reform linked to the reorganization.
From another point of view, the process of innovation system should be both for institutional and for the air. For the so-called system is that no matter how much the state-owned enterprises in at least 12, it is necessary to change into a state-owned sole proprietorship, the establishment of the Board of Trustees. Meanwhile, in order to solve the problem of state-owned sole proprietorship effectiveness of governance, the Board of Trustees to strengthen the external and independence. Conditional to achieve equity diversification, particularly in mixed ownership. To establish market-oriented employment system, management of technological innovation is also the same time. These are institutions for the content. The so-called-for-air synchronization to achieve is to update the concept, there are four main elements: that is to foster awareness of the shareholding system, and to create corporate governance culture, the idea of establishing a market economy, controlling shareholders or investors on behalf of the sense of equality. Four awareness of the shareholding system is unity. First, it is a right sense. Second, the joint-stock or a sense of awareness of the law. The exercise of rights must be incorporated into the orbit of the law, must be through legal procedures. Third, it is a financial sense, input-output sense, because it is the ties of equity, is a medium to long-term bonds. Fourth, the joint-stock or a sense of risk awareness. This is the same risks, while, sharing the proceeds of investment, this is not Bao Bao Bao dividend income of the fund-raising. At the same time to form corporate governance culture, a culture of corporate governance checks and balances to the separation of powers as the core of a harmonious culture. Comparing with the corporate governance culture, traditional culture is a leading state-owned enterprises and the leadership of the internal friction culture. After the innovation system, the separation of powers of checks and balances to use the corporate governance culture replace the culture of this leadership. Otherwise, we will be forever in the dark on the third son and three will address how in the end. Third Plenum of the 16th National Party Congress devoted a large section of the right words to define the source. The Board is the right from the shareholders and general manager of the rights from the Board of Trustees is the appointment, so you can no longer afford to send both the chairman also sent a general manager. Now, the source of the right direction is very clear, especially as the next manager of the talent market of sound, market-oriented employment mechanism for the establishment of the manager after the source of this right would be even more clear and more in place. At the same time, the concept of a market economy, market economy we all know there are two characteristics, is a specialized division of labor, is a competition. To win in the competition so you have to constantly strengthen the professional division of labor, so the market economy is the first final of a principle is the principle of specialized division of labor, you can only professional competitiveness. Therefore we say that the plate is not a great time, we must strengthen the professionalism of your division. Baosteel said it, even if done now, the strategy is very clear: an industry particularly strong, moderate-related diversification. In addition, it is necessary to enhance awareness of equality. With the accession to the WTO after the popularity of national treatment, with the forthcoming "Property Law", equal protection of state-owned property rights, private property rights, foreign investment to establish the concept of property rights, state-owned assets on behalf of investors at all levels and enterprises to Should firmly establish a sense of equality, equal treatment, sincere treatment, including business and trade unions, large and small investors.
Standardize restructuring "opinions" to establish a state-owned property rights "approach trading" principle, the provisions of the restructuring of state-owned enterprises norms of the nine procedures. Property rights transfer, "Interim Measures" based on four areas namely, the state-owned property rights transfer procedure and open to the entire process of transfer of state-owned property rights norms, to property rights as a link between the establishment of supervisory duties, the existing laws, regulations and policies and regulations From the interface between the operating level to give the details. Property rights transfer approach emphasizes the open, highlighted the procedures of equality, the introduction of competition, clearly the responsibility of the parties concerned. This series of laws and regulations introduced to make up for the past many of the policies of the loopholes. For example, methods of payment on the past does not require, for example merger with a bank loan acquisition of state-owned shares compared Most of now can not, legal policy must be oriented with Zhenjinbaiyin to buy their strength, General state-owned property rights, the transferee must first pay 30 percent of the funds and the remaining 70 percent in the prerequisite for the provision of security are paid in the next year; units for the transfer of property rights holders of the parent company of listed property which the state-owned shares of listed companies to change the nature of , The transferee must first funds are paid, with a full cash payment instruments for property rights may be effected. Sentence: to become real capitalists must have capital!
5, the state-owned enterprise system innovation after the "governance"
We are concerned that an interesting phenomenon, whether it is the world's top 500 or 1000, almost all all-stock companies. Since then engage in the market are economic, market economy there has the strongest call of a group of companies, certainly have a common law can be followed, this rule is that good corporate governance principles. Abroad there are many corporate governance principles, which is representative of the World Economic Co-operation (OECD) of "corporate governance principles." This is the dozens of the market economy developed countries to sit together under the auspices of the OECD, summed up the common law of the five: First, good corporate governance should be to protect the interests of the shareholders as a basic principle. A good corporate governance should be to protect the interests of investors or shareholders as the basic goal. All the time can not forget the investors and shareholders to the company board of directors to maximize the interests of the essence for the first, but the company is to maximize the protection of the interests of the shareholders interests as the basic values tend to maximize the interests of the company. Second, the equal treatment of all shareholders. This is the company we are now a number of listed companies in particular, has done enough. And the controlling shareholder of listed companies through non-standard not unfair affiliated transactions, emptied of listed companies, put it as a teller machines, in the past a lot of this vicious incident. Foreign provisions of the Companies Act was very clear, the general provisions of the shareholders of small and medium-sized shareholders of fiduciary duty. After the restructuring may be some major shareholders, some medium and small shareholders. Major shareholders of medium-sized and small shareholders must assume good faith obligations and responsibilities, otherwise they may be cheated once you, and you can not second the cooperation. Third, good corporate governance to protect the interests of stakeholders. These stakeholders, including employees, creditors, suppliers, consumers, community government, and so on. Fourth, increase transparency, strengthen information disclosure. Not only to listed companies, in fact the non-listed companies is also very important that white is also a word: to strengthen communication, the first people to support you in your understanding. Fifth, the norms of the obligations and responsibilities of the system. Foreign company law in this area have detailed provisions. For example, America's "Model Company Law," so one, a director should perform the duties as a director, include: 1. Cherished goodwill. 2. With normal caution. You have to take care of like a normal person in similar circumstances as to due diligence exercise. 3. Adopt appropriate manner. This is the way you have reason to believe that it is consistent with the best interests of the company. This is the director of the obligations and responsibilities, the general level of ethics at the request of directors to increase the mandatory provisions of law.
These are good corporate governance have to have the five core concepts.
Board of Trustees of the sound system of good corporate governance of the core substance, why such stresses » Because the great significance of corporate governance also called on the Board of governance, because the Board of Trustees of the shareholders to exercise obligations and constraints to the effective management of incentive, since a link between past and future role. From now been issued by the laws and policies, mainly from four areas: the first is the introduction of outside directors or independent directors, the establishment of an effective supervision mechanism. Board to gradually increase the external and independence, because there are a lot of directors are basically the original in-house operators and investors in place in the circumstances, the State Council, the SASAC will be on a global scale gradually expand the market of the nomination of directors And the proportion of executives, through legal procedures and elected to the board of directors. The vast majority of the large state-owned enterprises may step in implementing equity diversified, mixed-ownership does not have the conditions that first established the state-owned sole proprietorship, at least go forward step, the state-owned sole proprietorship is not the shareholders, but the Board of Trustees, is now Explicitly included in the pilot of the Board of Trustees of the proportion of outside directors general in more than 50 per cent is, in fact, to solve this problem. To play an independent director, the unique role of outside directors, it is necessary to solve them on the board after the function of the problem. Outside directors and shareholders how to properly deal with the relationship » Review of the transactions through supervision, to resist major shareholder, equal treatment of all shareholders, the protection of small shareholders, because only protect the interests of small shareholders to have more major shareholder and you bundle together to become strong. How to properly deal with outside directors and management relations, we must now look at the background of the corporate system of state-owned enterprises biggest problem is what » That is very conspicuous lack of incentives, lack of restraint also very prominent. However, lack of incentives is a major contradiction, therefore involvement of independent directors after the board remuneration committee, it is necessary to intensify the market at the forefront of the core business executives and technical backbone of the intensity of incentives. Third Participation in decision-making process supervision, and here we must properly handle the relationship between the board of supervisors, we know that the board of supervisors can only be conducted after the monitoring, supervision and decision-making process is very important, a project from the project could start there is a great risk. This intervention is not entered the supervisors, an independent director in the decision-making process through the supervision of the board of supervisors make up for deficiencies. The fourth is the relationship between directors and internal processing. If we are all one area, you simply do not need the nomination, outside directors make up the internal directors is due to focus on the cause of a lack of vision limitations. What are the company's board system defects, corresponding to nominate outside directors make up for this flaw. If targeted, this system is promising. The second is the establishment of the board decision-making mechanism within the Commission to establish strategic, remuneration, nominations and auditing committee of the Board of Trustees at the introduction of professional decision-making, decision-making to replace key people. The third is to improve the directors of the information disclosure system. For example, a listed company's directors, supervisors and senior management equity incentive plans of the accused should be honest and trustworthy, diligence, and safeguard companies and the interests of all shareholders; strictly in accordance with relevant regulations and the requirements of this approach to information disclosure obligations. Fourth is the responsibility of regulating the obligations of the system, improve the shareholders of directors of the litigation system. China's new "Company Law" greatly strengthened the director of the faithful and diligence obligations. Taken together, called the general fiduciary obligations. Main duties faithfully regulating conflict of interest under the directors, senior management staff, so the statutory strong; new "Company Law" 149 from the following aspects provisions of the company's directors, supervisors and senior managers loyal obligations: 1, not to misappropriate Company funds, 2, may not be the company in his own name or on behalf of other individuals to open accounts storage; 3, companies are not allowed to violate the provisions of the Constitution, without the shareholders, board of directors or shareholders of the General Assembly agreed that the company funds or loans to others Property companies to provide security for others, 4, are not allowed to violate the provisions of the Constitution or the company without shareholders, shareholders of the General Assembly agrees, and the Company entered into contracts or transactions; 5, shall not, without the shareholders or the shareholders meeting agreed that the advantage of his position to facilitate For himself or others belonging to companies seeking business opportunities, self-employed or for others by working with companies operating similar businesses; 6, and the company shall not accept a commission to the transaction have been 7, are not allowed to disclose company secrets 8, shall not be violated The company faithfully the obligations of other acts. And diligence obligations, the directors, senior management initiative to play the request that the letter should be made to pay attention to a reasonable, it is dereliction of duty. The attention of the so-called reasonable, based on their personal knowledge, experience and the nature and internal division of labor, companies such as the provisions of the statute should bear a rational general caution in the same circumstances as the obligation to act, so as to avoid damage occurred. Caution is the core of diligence obligations. For example, Mrs. Pritchard is a reinsurance broker a director of age, died after her husband had been a frustrating and often alcohol, almost not to participate in the board (in fact rarely open), never examined the company's financial report , Knew nothing about the company's affairs. During the two company directors (her two sons) misappropriated by the company as trustee of the trust accounts of others in the 12 million U.S. dollars, the final result, the company bankrupt. Court ruling: Mrs. Pritchard did not make her the company has a duty of care should be the amount of compensation due to the diversion caused by the loss. In this case, the measure is an objective that is a normal rational directors in her position held by a cautious approach as the basis, does not exist and enjoy the reputation of directors do not have to bear any responsibility for the "phantom of directors."
Corporate governance and corporate governance structure has very close relations, corporate governance in-house should have a corporate governance structure, a coordinated incentive constraints, the separation of powers of checks and balances of corporate governance structure, separation of powers aims to mobilize more people's initiative, The cake bigger, the purpose of checks and balances to prevent the emergence of worst-case scenario. This is the first level. The second level, corporate governance but also with an external control the market system, the governance of this market system, including the six major markets: the first is product market competition; second is the management talent market, you are the 50 people or of 5 Million people is 50,000 yuan with 500,000 yuan or with the » Finally management talent market will give you a reasonable price, this is a personnel switch reference line. The third is a director of the market. With the large number of state-owned enterprise restructuring for companies, private companies for enterprise restructuring, with its financial management capabilities and strategic vision but also stresses the integrity of the community of human capital will become more and more corporate enterprises chase the target, When more and more corporate enterprise with such demand, this market has been very realistic to give our eyes. Fourth is the creditor market. Loan-to-you, not loaned » The number of credits » Then you see this level of corporate governance, transparency opaque, irresponsible management of negative, when a large number of creditors have such demand, the market also formed a creditor. The fifth is the labor market. The sixth is the control of the market. Control of the market is a lot of time to get through the holding control. Although with the further development of diversified equity, through control of the proxy vote was more and more. Corporate governance mechanism of the third level also includes a system of laws and regulations. Is to company law and securities law at the core of the legal system of law. The old company law has seriously affected our country's core competitiveness of enterprises. Because of a national core competitiveness is the main component of the system's competitiveness. The establishment of companies and enterprises the threshold is too high, too much the difficulty of restructuring, after the procedure is too cumbersome, that competitiveness will certainly drop. The same market opportunities, they can be very convenient restructuring, the rapid capture, and now you in accordance with the Company Law of the cumbersome procedures are completed this reorganization, not a chance, and this is the system's competitiveness. Therefore, from global competition, the status of the economic system, the new "Company Law" The introduction of great significance. Therefore, corporate governance is a three-in-one product: the internal management structure, the management of external market system and system of laws and regulations.
6, corporate governance level of sustained and steady progress in the "supervisor"
The level of corporate governance depends on the level of the fundamental nature of equity and integrity of the hard-working skills. State-owned shareholding structure is not a fundamental change in the level of corporate governance it is very difficult in the sustained and steady progress. The State Council, the SASAC in the pilot's board of directors of state-owned sole proprietorship pilot, I think the direction of its objectives in addition to a very small number of medium and long-term involvement remains wholly-owned, or the majority stake in pluralism, a mixed-ownership, in good faith under the supervision of the director of equity diversification, mixed-ownership . SASAC, as investor of state-owned assets on behalf of the "supervision and management" are necessary to distinguish between "supervisor" (supervision) and "Governor" (steering) functions: the so-called "supervisor" (monitoring), means the property rights of state-owned enterprises must speed up the flow as a factor To achieve the state-owned economy to accelerate structural adjustment of the layout, and speed up the flow of property rights means that the investor on behalf of the increased regulatory responsibility, to strengthen supervision, especially for some of the property rights transfer plan involving major restructuring programme and the letter of approval, and other important matters, Caution is fulfilling its the core concept of the so-called "Governor" (steering), means the investor representatives, through their invested enterprises (state-owned sole proprietorship, and state-controlled or state-owned Asset Management Company Limited) of its Board Governance Wholly-owned, controlled shareholding enterprises, the integrity of hard-working skills directly affect the level of state-owned companies control the level of enterprises, state-owned companies and corporate governance standards of the level of state-owned assets directly related to preserve and increase the value and therefore should weaken the direct supervision of the SASAC, by Rights and obligations and responsibilities in line with other interest groups and stakeholders can be prosecuted and litigation relief in the market economy for centuries been proven effective in the treatment of direct supervision. As the SASAC mainly through the development of good corporate governance of state-guided and other regulations, such companies to encourage more use of management talent market, the market directors, creditors control of the market and market forces raise the level of corporate governance, the eventual adoption of the guarantee system, Ensure good corporate governance for corporate enterprises to further expand to provide a fundamental guarantee.
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