Small And Medium Companies Are Expected To Be Relatively Easy To Go Public.

There are three characteristics in the governance of SME board and GEM listed companies.

First, the actual controller has a higher shareholding ratio and a smaller balance of ownership. 58.5% of the small and medium-sized board companies and 49.6% of the GEM companies are controlled by single natural persons, 27.7% of the small and medium-sized board companies and 31% of the GEM companies are controlled by the family. The higher shareholding ratio of the actual controller is a double-edged sword. On the one hand, it can enhance the voice and influence of the actual controller in the company's operation. On the other hand, due to the weak strength of institutional investors, the restrictions on the actual controllers are limited, which easily leads to the failure of internal control and corporate governance. Data show that the average shareholding ratio of SME board and gem is 7.69% and 13.93% respectively, and the role of institutional investors in corporate governance is limited.

Second, the board and board of supervisors have sound structure, but their functions need to be improved. The size of the board matches the size of the company. Most companies have a board size of 9, but fewer women directors. The board has a sound structure. Most companies have set up a strategy, audit, remuneration and Nomination Committee. The proportion of independent directors and non-executive directors is half of that of the board. More than 60% of the company's directors are separated from the general manager's two jobs. In the specific operation, only 15% of the companies can achieve an average monthly board meeting. The work of the board of supervisors is limited, and its supervisory role is limited.

Third, pay attention to salary incentive and equity incentive at the same time. In 2013, the total annual average annual income of directors and supervisors was 3 million 980 thousand yuan, and the annual salary of 42 companies was over 10 million yuan. The annual salary of 3/4 company was between 1 million yuan and 5 million yuan, and the annual salary of directors of supervisors was about 265 thousand yuan. By the end of 2013, nearly 1/3 of small and medium-sized listed companies had implemented equity incentive, stock options were the most common way, followed by directional issuance of shares, individual companies adopted stock appreciation rights, and companies also implemented stock options and directional issuance of shares.

Under the background of registration system reform, the quality of listed companies will be the focus of the stock market in the future. Once a company is released, it will no longer exist. Instead, it will face more challenges and more controversies. As long as the review of the SFC can be done before, the future needs to be tested by tens of thousands of market participants. For small and medium-sized companies, if the preparation is not enough and the governance mechanism is not perfect, it is likely that they will soon face the listing. Delisting Dilemma. Generally speaking, the exchange and supervision departments should guide the small and medium-sized listed companies to improve the quality of governance from the following four aspects.

First, improve the information disclosure system. At present, listed companies perform best in information disclosure, which provides a good foundation for the implementation of registration system reform. However, we notice that at present, most listed companies are regulated disclosure, that is, disclosure of information required by regulatory authorities and exchanges, and mainly financial information, and less disclosure of other non-financial information. At present, regulators and exchanges are compulsive in terms of information disclosure. In the future, it is necessary to encourage listed companies to disclose non-financial information voluntarily, create convenience for investors to understand the company and increase investor confidence in Holding Company.

Second, protect the rights of minority shareholders in many ways. Large shareholders have more channels to ensure their rights and interests, but small shareholders have limited voice and participation rights, and they need laws to protect their rights and interests. Although the stock exchange has issued many rules to protect the rights and interests of minority shareholders in recent years, the average number of Listed Companies in 2013 is only 6 times, and only 10 of the 1/5 companies receive more than 200 investors, indicating that investors still have some inconvenience to understand the company at the scene. In 2013, only 6 companies had more than 100 shareholders attending the annual general meeting of shareholders, with an average of 15 participants. This shows that the participation of small and medium-sized shareholders is not high, and the shareholders' meeting is like "big shareholders' meeting". Exchanges and listed companies need to introduce more measures to protect minority shareholders' participation rights.

Third, guide Listed company Strengthen the incentive mechanism. Incentive and supervision are two key points of corporate governance. Small and medium-sized listed companies are mostly technology-based enterprises. The development of companies depends on intangible assets such as human resources, technology and so on. Corporate governance needs to focus on incentives, especially equity incentives. However, in the implementation of equity incentive, because of the reasons of tax policy, exercise rights need to pay taxes rather than actual realizable taxes, and listed companies should not provide any form for the object being encouraged. Financial assistance This aggravates the economic burden of the exerciser and makes the effect of equity incentive discounted. Regulatory authorities and exchanges need to study relevant policies to improve the enthusiasm of listed companies to implement equity incentive and promote the healthy development of listed companies.

Fourth, strengthen the construction of board of directors and board of supervisors. At present, the majority of small and medium-sized listed companies' board of directors and supervisory board are set up according to the requirements of regulatory authorities, and have not played their due role, which is related to company size, development stage and enterprise attributes. Many of the board members of the company are also large shareholders. Some decisions have been made at the shareholders' meeting level. Members of the board of supervisors are very difficult to play a supervisory role because of their appointment mechanism. Small and medium-sized listed companies need to highlight the strategic functions of the board of directors and create a strategic board of directors. The exchange needs to introduce relevant regulations to guide small and medium-sized listed companies to improve the board of supervisors system and enhance the independence of the board of supervisors.