《中国公司股权结构与治理当前的一些问题》英文翻译

Ownership Structure and Corporate Governance in China: Some Current IssuesGang Wei and Mingzhai GengSchool of Economies, Henan University, Kaifen, Peoples Republic of ChinaAbstractPurpose This paper seeks to investigate some current issues of ownership structure and corporate governance in China.Design/methodology/approach The methodology is a review, analyzing issues of ownership structure and reviewing problems in corporate governance, followed by some suggestions for improvement.Findings It is found that the heavily concentrated equity ownership in the hands of large state-owned shareholders mainly decides the status quo of the corporate governance system in China. In order to improve the effectiveness of corporate governance of Chinese-listed companies, it is imperative to restructure roles of the government, restrict hands of controlling shareholders, enhance independence of the board of directors, reform the supervisory board, set up independent directors-dominated sub-committees and align the interests of managers with those of the shareholders.Research limitations/implications This paper only investigates Chinese-listed companies because of data availability.Practical implications It has implications for policy makers in China insofar as it offers evidence concerning ownership structure and corporate governance of Chinese-listed companies. It also helps investors and trading partners (especially foreign ones) understand corporate governance and the investment environment in China.Originality/value This study contributes to the literature by extending the mainly US-based board literature to China where there are important institutional differences in ownership structure and corporate governance system.Keywords Corporate governance, China, Corporate ownershipPaper type Research paperThe recent financial scandals of US companies, such as Enron, Global Crossing, WorldCom and Xerox, and Europeans Enron, Parmalat, Chinese scandals, such as LanTian Co., HongGuang Co. and Tong Hai Co., and notorious cases of unscrupulous expropriation by large shareholders against minority shareholders, such Monkey King Co. and Da Qing Lian Yi Co., have raised concerns about the reform of corporate governance in China. The industrialized countries, such as the UK, USA and Canada, have had a long time to develop and evolve their corporate governance structures. However, China is attempting to move from a centrally planned economy to a market-oriented system in a very short period of time. If the expected full fruits of economic reform are to be achieved, then it is vital that China needs to move rapidly on implementing changes in corporate governance to reduce agency costs and improve the performance of listed companies.Unlike the two-tier supervisory and management boards in Germany, the insiderdominated boards in Japan and the mixed boards in the USA (Charkham, 1994), the corporate boards in China in essence are one-tier, although all companies have a socalled supervisory board. In particular, boards of directors in USA are captured by the management (Mace, 1971; Jensen, 1993), but in China, they are in the hands of stateowned large shareholders. Why is there a significant difference in corporate governance between China and other developed countries? It is because in China, the equity ownership of listed companies is heavily concentrated in the hands of large state-owned shareholders. They dominate the board of directors and make the supervisory board a rubber stamp and independent directors as window dressing (Xue, 2001). However, in UK and USA, ownership is quite dispersed (Shleifer and Vishny, 1997). External buyout market and independent directors play a vital role in the corporate governance system. Therefore, it is the special ownership structure that mainly affects the status quo of corporate governance mechanisms in China. Conducting a study on China is quite important as the economy is rather large and the economic potential is attractive since China has been one of memberships of the WTO and is becoming a world manufacturing center. However, most of the previous studies on corporate governance were focused on USA and UK. Little attention has been paid to China. Given the above dramatic differences between USA and China in ownership structure and corporate governance, China is a special picture deserving a study.This study is a review of ownership structure and corporate governance in China. It aims to appraise some issues in ownership structure and corporate governance in China, to seek out the major problems with an alternative perspective on how they should be addressed in order to improve corporate performance, ultimately for the benefit of Chinas economy development. Methodologically, we broadly adopted a grounded normative research approach (Zhou and Wang, 2000; Glaser and Strauss, 1971;Watts and Zimmerman, 1986). Rather than applying a pre-determined theoretical framework, the grounded normative research approach allows a theory to emerge from induction of reviewing previous development or current status of a given system. This approach is adopted because research on ownership structure and corporate governance in China is generally under-developed and thus the literature offers little direct theoretical or empirical guidance.The remainder of this paper is organized as follows. In section 1, I analyse issues of ownership structure. In section 2, I review some problems in corporate governance mechanisms in China. Section 3 provides several suggestions. Section 4 concludes.1. Ownership structure of listed companies in ChinaFor most of listed companies in China, they usually have three groups of shareholders, the state,the legal persons and individual investors, and on average, each group holds about a one-third share of companies. For shares held by the former two categories of shareholders, they are non-tradable . For shares held by individual investors, they are publicly tradable in the two stock exchanges. Figure 1 shows the ownership structure of a typical listed company in China. Before the 1990s, economic reform in China involved the corporatization of stateowned enterprises (SOEs) and the adoption of profit making objectives, such as the introduction of the contract responsibility system. While the government gave more autonomy to managers of the corporatized SOEs, it was unwilling to give up ownership rights. Political interference in the running of business was therefore rife and managers autonomy was emasculated (Firth et al., 2002). As a result, performance of SOEs was under expectation of the government. At the same time, facilities and technology of SOEs were out-of-date and the government needed a great amount of capital to support reforms of SOEs.In order to address these problems, SOEs were partially privatized and shares in them were sold to the public. Many of these firms were then listed on the Shanghai or Shenzhen Stock Exchanges from 1990. However, the government and its associated holding institutions often still retain sufficient shares so as to maintain voting control. It is the unwillingness of the government to give up the controlling rights that results in non-tradable shares and tradable shares of listed companies in the market, and causes ineffectiveness of current corporate governance in China.1.1 Non-tradable shareNon-tradable shares of listed companies can be classified into two kinds, the state-owned share and the social legal person share. Owners of these shares usually were sponsors when enterprises corporatized before initial public offer (IPO). State-owned shares can be transferred to non-SOEs or foreign institutions to become social legal person shares upon respective approval by China Securities Regulatory Committee (CSRC) and Ministry of Finance (MoF).1.1.1 State-owned share. According to Article 2 of provisional administration ways for state-owned shares in stock corporations (PAWSSSC) issued by the former National State-owned Assets Administration Bureau and the former China Mechanism Reform Commission in 3 November 1994, due to different investment entities and equity management entities, state-owned shares comprise of state share and state-owned legal person share. The state share is a share obtained by the government institutions or departments representing the central government when they invest capital into stock corporations or acquire through legal procedures. The state-owned legal person share is a share obtained by a state-owned legal person, government affiliated institutions or other enterprises when they invest their owned legal assets into independent stock corporations or acquire through legal procedures. 1.1.2 Social legal person share . A social legal person share is a share obtained by a non-state-owned legal person through investing its legal capital into stock corporations or through an agreement-ownership transfer from other institutions. If they are sponsors of the corporation, their shares cannot be transferred to another entity after three years of the IPO. As noted above, if a SOE transfers its state-owned share to a non-SOE, the state-owned share will change to a social legal person share after the ownership transfer. Unlike state-owned shares, the transfer of social legal person shares is much easier. It does not need joint approval of MoF and CSRC. Only approval of CSRC is necessary .1.2 Tradable shareTradable shares of listed companies include A share, B share and H share. A share is issued to Chinese domestic investors traded in RMB on the Shanghai Stock Exchange (SHSE) and Shenzhen Stock Exchange (SZSE). B share is issued to foreign investors on the SHSE and SZSE, denominated in US dollars and Hong Kong dollars, respectively . H share is issued to foreign investors on the Securities Exchange of Hong Kong. Furthermore, some Chinese firms directly go to overseas markets, such as New York, Singapore and London to raise capital. These shares are all called H shares.1.3 Ownership structure characteristicsAs noted above, large shareholdings or majority ownership are relatively uncommon in the USA and UK. At the same time, large commercial banks often control major companies in Germany and Japan. In most of European countries (e.g. Italy, Finland and Sweden), as well as in Latin America, Southeast Asia and Africa, firms are typically controlled by families. Faccio et al. (2001) find that the level of the government shareholding is well below family shareholding in the stock market-driven economies, bank-driven economies and the crony capitalistic economies.China is a socialist country where the interests of the state are supreme. The essential goal to establish stock markets is to fund restructurings of the SOEs. Unavoidably, most of the listed companies in China are state owned. According to Yuan (1999), the government has more than 10 per cent of the direct and indirect voting rights in 43.8 per cent of the firms. With more than 50 per cent of the voting rights, the government absolutely controls 31.4 per cent of the listed companies. The five largest shareholders account for 56.46 per cent of the total issued share in 2007, compared with 24.5 per cent in the USA and 33.1 per cent in Japan (Prowse, 1998). More strikingly, the largest shareholders hold about 42.18 per cent in China. Source: Managerial Finance; Volume: 34; Issue: 12; 2008 ，934-952中国公司股权结构与治理：当前的一些问题魏刚, 耿明斋河南大学经济学院，中国开封摘要 研究目的-本文致力于实证调查研究中国公司股权结构及治理状况。研究方式-分析股权结构状况，思考在公司治理中出现的问题，加以评述并提出相关改进建议。研究成果-研究发现，普通股股权高度集中在大型国有股东手中，这在很大程度上决定了中国公司治理体制的现状。为了提高中国上市公司治理效率，当前急需重新定位政府角色，限制控股股东的权限，加强董事会独立性，改革监事会，成立独立董事决策小组委员会，使经营者利益与股东利益相一致。研究限制-受数据可获性影响，本文仅对中国上市公司展开研究。实际应用-本文在有关中国上市公司股权结构与治理方面可为中国政策制定者提供参考，并且可供投资者和贸易伙伴（尤其是外方）了解中国公司治理状况与投资环境。关键词：公司治理；中国；公司股权。近期，一些公司丑闻唤起了人们对中国公司治理改革的思考。如美国的安然、环球电讯、世界通信及施乐；欧洲的安然、帕玛拉特；中国的蓝田、红光、通海高科，以及金猴、大庆联谊这样臭名昭著的大股东不道德地侵犯小股东权益的丑闻。英国、美国、加拿大这样的工业化国家已经对公司治理结构进行了长时间的提高与完善，而中国正努力在极短期内快速实现由计划经济体制向市场经济体制的转变。如果要取得经济改革的巨大成就，快速实施公司治理的改进以减少机构开支、提高上市公司水平就显得极为重要。不同于德国监事会与管理委员会双层委员会结构、日本的内部控制委员会结构以及美国的混合式委员会结构（Charkham,1994），在中国，虽然所有的公司都设有监事会，但其公司治理实质上是单层委员会模式。特别是，在美国董事会是由管理决定（Mace,1971;Jensen,1993），而中国却是由国有大股东决定。为什么中国与其他发展国家在公司治理方面有如此显著的不同？这是因为在中国上市公司的普通股股权高度集中在国有大股东手中。他们决定董事会的成员，使得监事会的工作只是例行公事，独立股东也只是虚有其职(Xue,2001)。而在英美，股权是十分分散的(Shleifer and Vishny,1997)。外部收购市场与独立股东在公司治理体制中十分重要。因此特殊的股权结构造成了中国公司治理结构现状。中国成为WTO组织成员并逐渐成为“世界制造中心”后，由于其经济体庞大且潜能巨大，对中国展开一次公司治理方面的调查研究显得十分迫切和重要。而之前关于公司治理的研究主要集中在美英，很少涉及中国。通过上文所提及的中美在股权结构与公司治理方面的天壤之别可以看出，中国拥有值得探究的特色。本文为关于中国公司股权结构与公司治理的研究报告，目的是评定中国公司股权结构与公司治理的一些问题，找出其主要问题并提出可供选择的解决方案，从而提高公司水平，并最终利于中国经济发展。在方法上，我们广泛采用了基层标准研究方法(Zhou and Wang,2000;Glaser and Strauss,1971;Watts and Zimmerman,1986)，与采用事先设定的理论研究方法相比，基层标准研究方法可以通过对所给定制度过去发展历程及现状的思考，在归纳中逐步总结出理论。采用这种方法是因为在中国股权结构与公司治理方面的研究并不发达，而且现有文献中鲜有能够直接进行理论或实践指导。本文内容结构如下：第一章分析了股权结构的构成。第二章回顾总结了中国公司治理机制的一些问题。第三章提出了一些建议。第四章为结语。1 中国上市公司股权结构对于绝大多数中国上市公司，通常有三类股东：国家、法人及个人投资者。而且平均每类股东持有公司三分之一的股份。由前两类股东所持有的股份称为非流通股，由个人投资者持有的股份是在两个证券市场公开交易的。图1说明了一家典型的中国上市公司的股权结构。上市公司A政府持股国企持股社会法人持股外国机构及公众国内公众国家股国有法人股社会法人股A股A股，B股，H股A股B股图1在20世纪90年代前，中国对国有企业(SOEs)进行了公司化经济改革，开始采用利润作为经营目标，例如引进了责任承包制。政府在给予公司化的国有企业管理者更多独立自主权的同时，却不愿意放弃所持有股份。因此在公司经营中政治干预仍然十分普遍，管理者的独立自主权被削弱(Firth et al.,2002)。结果造成国有企业水平低于政府期望，与此同