Evolution Trend Of Corporate Governance Of Listed Companies

Under the specific space-time interval and socio-economic background, the practice of China's capital market development over the past 20 years has enriched the world's major capital markets for hundreds of years, and has made remarkable progress in all aspects.

In China's reform and development, economic pformation and structural upgrading, the investment and financing of the capital market and the function of optimizing the allocation of resources are indispensable.

The healthy development of capital market benefits from the continuous improvement of corporate governance, and at the same time, it also promotes the improvement of corporate governance level.

Especially in the evolution of China's modern enterprise system from scratch, capital market plays an irreplaceable role in promoting corporate governance.

Good corporate governance is the cornerstone of the healthy development of the capital market, and is one of the important signs of the maturity and perfection of the capital market.

The CSRC has always promoted the improvement of corporate governance as an important goal. In the framework of the company law and securities law, it has performed a lot of pragmatic and effective exploration and practice in accordance with the law. It has promoted the gradual improvement of the internal governance mechanism of listed companies and the initial formation of a market based external governance mechanism.

First, we should constantly improve the system of corporate governance.

A series of normative documents have been issued.

In 2001, it issued the guiding opinions on the establishment of an independent director system in listed companies.

In 2002, the joint state economic and Trade Commission issued the "guidelines for the governance of listed companies", which is the first important document for China to comprehensively and systematically regulate the governance of listed companies.

After that, a series of regulations were issued, covering three aspects, including independent directors, related pactions, capital pactions and external guarantees, and investor protection.

The two is to promote the reform of non tradable shares and solve the historical problem that has long restricted the healthy development of China's capital market, thus promoting the formation of the common interests of shareholders.

The three is to focus on the deployment of organizations to carry out a series of actions, including clearing up the major shareholders' occupation of funds and illegal guarantee, and the special activities of listed company governance, which basically solved the problem of illegal occupation of funds of listed companies by major shareholders and actual controllers, and further promoted Dong Jiangao to standardize his duties.

Four, we should promote the improvement of the information disclosure system and promote the implementation of the financial accounting system which is consistent with the international financial reporting standards, and consolidate the accounting basis for the standardized operation of corporate governance.

Five, we should vigorously promote the construction of institutional investors, enhance the positive force of institutional investors' participation in corporate governance, and promote the initial formation of a market based external governance mechanism.

Since 2012, under the new situation of simplification and decentralization of the new government and vigorously promoting the pformation of government functions, the SFC has followed a series of regulatory pformation measures in accordance with the idea of deregulation and strengthening supervision, strengthened the supervision concept with the core of information disclosure, and established the corresponding regulatory system and mechanism.

Strict information disclosure regulation will further enhance the pparency of governance of listed companies, promote market participants to fulfill their duties, form a market binding mechanism, and continuously enhance the effectiveness of corporate governance.

Because China's capital market development time is short and the market maturity is not high, therefore, the promotion of corporate governance in the past period often relies on administrative means and administrative supervision.

This is determined by historical conditions such as China's national conditions and the phased characteristics of capital market development.

Although administrative regulation promotes corporate governance more directly and quickly, and has achieved some results in the past, with the continuous improvement of the degree of marketization of China's capital market, the limitations of administrative means are increasingly prominent.

Because the main characteristics of administrative promotion are top-down and single mode, many enterprises' autonomy and self-discipline are replaced by administrative supervision, which not only increases the cost of supervision, but also weakens the vitality and creativity of listed companies and self-regulation organizations.

At the same time, in the process of administrative promotion, China's corporate governance principles and systems generally absorb and draw lessons from foreign corporate governance models and experience, that is, to follow the Anglo American legal system governance mode, supplemented by the supervisory system of the civil law countries and the staff participation system.

As an important part of a company's legal system, corporate governance is bound to be influenced by its own historical, political, economic and cultural factors.

The status quo of corporate governance in China is similar to that of God, which shows the limitations of Institutional Transplantation and the difficulty of eliminating "acclimatization".

With the development of China's capital market, the types of listed companies are increasingly diversified. There are a large number of state owned and private holding companies, as well as decentralized shares. Both traditional economic models and new economic models include both general manufacturing enterprises and innovative driving enterprises, including high-tech production enterprises and cultural service enterprises. At the same time, the industry and scale of listed companies are quite different, and the situation is very different. Different types of listed companies show different governance characteristics and needs. Single mode corporate governance is hard to apply to all companies.

The practice of corporate governance in various countries shows that there is no optimal corporate governance mode, and only more suitable for its own corporate governance mode. Corporate governance is not the best and only better. Under the unified governance objectives and basic criteria, the governance of listed companies should be more inclusive, open and diversified.

At present, the pformation of corporate governance to legalization and marketization has become a realistic trend.

With the continuous advance of market-oriented reform of capital market and the implementation of regulatory pformation centered on information disclosure, the gradual relaxation of administrative control, the enhancement of market main force and market regulation ability, and the gradual strengthening of intermediary functions, especially the controlling shareholders' behavior under constant internal and external constraints, the overall environment of corporate governance will be improved, and market discipline will play a more and more important role.

In particular, the relationship between China's institutional investors and listed companies is undergoing positive changes, and the role of multiple institutional investors in corporate governance has become increasingly prominent.

In the third Plenary Session of the 18th CPC Central Committee, it proposed to promote the modernization of the national governance system and governance capacity, innovate the social governance system, stimulate the vitality of social organizations, and promote the clear definition of social organizations.

We must act autonomic and play a role in accordance with the law.

All these have laid a very important environmental foundation for the pformation of corporate governance.

Listed companies should continue

We should improve the internal mechanism of corporate governance, make corporate governance a common action for companies and all shareholders, and become a practitioner of corporate governance.

Social intermediary service institutions should maintain their professional standards and social credibility with their fair and just professional conduct, and play their objective and independent professional guidance role.

Self regulatory management should give full play to the service and self-discipline functions of the association of Chinese listed companies, Shanghai and Shenzhen exchanges and local listed companies.

The association of Chinese listed companies is a self regulatory organization of the listed companies throughout the country. It should pmit the core concepts and values of corporate governance, sum up practical experience, and carry out publicity, demonstration, pmission and popularization.

The implementation of self-discipline rules and the provision of pragmatic services should be combined with each other, and demonstration guidance and self-restraint should be taken into consideration. A pragmatic and effective governance system for Chinese listed companies will be gradually formed.

The self regulating function of stock exchanges is to strengthen the first-line supervision of information disclosure.

Transparency, building a differentiated regulatory system with integrity constraints as the core, giving full play to the market's own constraints and incentives.

Administrative supervision should aim at improving the pparency of corporate governance and protecting the legitimate rights and interests of small and medium investors, punishing illegal behaviors such as information disclosure, interest pfer and other illegal activities, strengthening market incentive and restraint mechanisms, and promoting the improvement of dispute resolution mechanism and the smooth access of judicial relief channels.

In short, we must work together to build a corporate governance promotion system composed of listed companies, intermediaries, self-discipline organizations, regulatory departments and so on.

Beginning in August 2012, the association of Chinese listed companies, with the management of independent directors and board of supervisors as the entry point, launched the "advocacy of corporate governance best practices" activities, which is a useful attempt to explore corporate autonomy and enhance corporate governance, and also an exploration of promoting the localization of corporate governance.

By summing up the best practices of corporate governance and promoting the formation of "good" guidelines and "effective" models, it helps to improve the pertinence and effectiveness of corporate governance.

The association of Chinese listed companies has organized series of activities such as exchange seminars, training pmission, investigation and research, and the collection of best practices.

The association of securities regulatory bureaus and listed companies around the world responded positively, and organized the best practice activities of independent directors and board of supervisors with their own characteristics according to local conditions.

The listed companies responded positively, and combined with their own corporate governance characteristics, summarized effective experiences and practices, and formed the more than 450 best practice cases of corporate governance.

On this basis, the association of Listed Companies in China compiled the report on Governance of Listed Companies in China. From the six aspects of independent directors, board of supervisors, external audit and internal control system, institutional investors, controlling shareholders and corporate governance, and supervision of listed companies, it objectively reflected the current situation of corporate governance of listed companies, and put forward policy recommendations, and selected some relevant cases both at home and abroad.

The report gives some constructive suggestions on the excavation of the related issues, the sorting out of the cases, the arrangement of the system and the supervision ideas. It reflects the progress, problems and difficulties of the governance of Listed Companies in the environment, rules and practice from one aspect, and has a positive reference for the further improvement of the relevant concepts, rules and practice of corporate governance.

The maturity of corporate governance is closely related to the role of self-discipline management.

With the deepening of reform, the vitality of listed companies will continue to burst, and shareholders' behavior will become increasingly market-oriented. The normative requirements of corporate governance will also continue to improve, and the role of self-regulation organizations will become increasingly prominent.

It is expected that the self regulatory organizations of China's listed companies will play a greater role in innovating and improving the governance of listed companies, further promoting the quality and social image of listed companies, and constantly consolidating the foundation for stable and healthy development of capital markets.