Perfecting Corporate Governance Structure, Strengthening Supervision And Restriction

We should curb excessive financing by developing internal capital markets and increasing debt financing.

ICM (Internal Capital Market) can centralize the cash flow of multiple channels within the enterprise and invest in the high-yield field, which is superior to the external capital market in terms of supervision, incentive, internal competition and low capital allocation of capital.

ICM can not only reduce paction costs of financing, but also effectively supervise the use of capital, so as to curb blind investment.

In addition to internal capital, liabilities can also effectively curb excessive financing.

The debt control hypothesis holds that debt is an effective substitute for dividends. The effective use of debt and the increase of its proportion can reduce the free cash flow of managers, thereby reducing agency costs and controlling over investment.

At the same time, liabilities will also increase the risk of bankruptcy, forcing managers to think more carefully when making investment decisions.

First of all, play the core role of the board.

The board of directors should be strengthened and perfected.

To establish effective board size and structure, to strengthen the responsibilities and obligations of the board of directors, and to establish corresponding incentive and restraint mechanisms.

At the same time, we should improve the independent director system, safeguard its independence and objectivity, standardize the procedure of selecting and recruiting independent directors, and ensure that the independent directors can effectively play a supervisory role in the operation of enterprises.

For the directors appointed by the government, a strict reward and punishment mechanism should be established, and the interests should be linked to the enterprises, not to obtain remuneration from the enterprises.

Performance to determine the director's income.

The chairman of the board of directors has no responsibility to change the previous loss of an enterprise. Instead of being a chairman of the board of directors, the system of "human feelings" should be changed. If the operation of the enterprise is unfavorable, the responsibility of the director must be strictly investigated.

Second, give full play to the supervisory role of the board of supervisors.

We should change the defects of the supervisory board of our enterprises and give full play to the supervisory role of the board of supervisors.

In order to complete the monitoring function, the board of supervisors should not only carry out accounting supervision, but also carry out.

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We should not only supervise after work but also supervise things before and after.

The supervision of the board of supervisors on business management should include the following aspects: first, notify the management organization to stop its illegal activities.

When a director or manager performs a business in violation of the laws, articles of association, and business outside the registered business scope, the supervisor has the right to notify them to stop their actions; two, it is to investigate the financial status of the company at any time, to examine the accounting documents, and to request the board to provide the case to him; three, to examine all kinds of reports provided to the shareholders' meeting by the board of directors, and to report the audit opinions to the shareholders' meeting; and four, when the board of supervisors considers it necessary, generally, when the company has serious problems, it may propose a shareholders' meeting.

In addition, the board of supervisors should also take rewards and punishments. For monitoring performance, they should give certain income and job rewards, while for the failure of supervision, the responsible person should be investigated at the same time.

Thirdly, we should establish an effective incentive and restraint mechanism for managers.

Enterprises should design and implement effective incentive mechanism for company managers to keep the interests of the company managers consistent with the interests of shareholders, so as to ensure that managers can maximize their value.

At the same time, modern enterprises should also develop a relatively high investment decision-making process to avoid the influence of managers' overconfidence and over optimism on decision-making accuracy, and improve the rationality of company's business decisions.

While implementing effective incentive policies, we should also strengthen the binding mechanism of restricting managers' behavior.

On the one hand, we should strengthen the training and education of the managers of the listed companies, cultivate good faith culture, improve the legal consciousness and sense of responsibility of the managers, and enhance their consciousness of standardizing the management. On the other hand, it is necessary for the listed company managers to make the listed company managers to replace the listed companies in accordance with the legal procedures in time to violate the code of conduct and have been identified by the securities supervision and management institutions as unsuitable candidates.